UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

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

For the fiscal year ended June 30, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from ____ to _____

~~For~~Commission file ~~the~~number: ~~transition period from ____ to _____~~000-214772

Commission file number: 000-21477

AWAYSIS CAPITAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		27-0514566
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

3400 Lakeside Drive, Suite 100, Miramar, Florida 33027

(Address including zip code of registrant’s Principal Executive Offices)

(855) 795-3311

(Registrant’s Telephone Number, Including Area Code)

Securities registered under 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

Securities registered under Section 12(g) of the Act: Common Stock, par value $0.01

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

Yes ☐ No ☒

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

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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

Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

~~State~~The ~~the~~ aggregate market value of the ~~voting~~common stock held by non-affiliates and non-voting ~~common~~ equity held by non-affiliates computed by reference to the price at which the common ~~equity~~stock was last sold, or the average bid and asked ~~price~~prices of such common ~~equity,~~stock as of ~~the~~December ~~last~~31, ~~business day of~~ 2024, the registrant’s most recently completed second fiscal quarter:, was approximately $18,317,582.

As of ~~September~~November 305, ~~2024~~2025, there were ~~383~~384,~~991~~931,~~026~~394 shares of common stock, par value $0.01 per share, outstanding.

TABLE OF CONTENTS

	Page
PART I
Item 1. Business	56
Item 1A. Risk Factors	1015
Item 1B. Unresolved Staff Comments	1728
Item 1C. Cybersecurity	1728
Item 2. Properties	1728
Item 3. Legal Proceedings	1728
Item 4. Mine Safety Disclosures	1728
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2029
Item 6. [Reserved]	1932
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1932
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	2337
Item 8. Financial Statements and Supplementary Data	2337
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2337
Item 9A. Controls and Procedures	2337
Item 9B. Other Information	2438
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	2438
PART III
Item 10. Directors, Executive Officers and Corporate Governance	2438
Item 11. Executive Compensation	2842
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3246
Item 13. Certain Relationships and Related Transactions, and Director Independence	3347
Item 14. Principal Accountant Fees and Services	3449
PART IV
Item 15. Exhibits and Financial Statement Schedules	3550
Item 16. Form 10-K Summary	3551

NOTE REGARDING REFERENCES TO OUR COMPANY

Throughout this Form 10-K, the words “we,” “us,” “our,” the “Company” and “Awaysis” refer to Awaysis Capital, Inc., a Delaware corporation, and, unless the context otherwise requires, our directly and indirectly wholly owned subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements. Forward-looking statements convey management’s expectations as to the future of Awaysis, and are based on management’s beliefs, expectations, assumptions and such plans, estimates, projections and other information available to management at the time Awaysis makes such statements. Forward-looking statements include all statements that are not historical facts and may be identified by terminology such as the words “outlook,” “believe,” “expect,” “potential,” “goal,” “continues,” “may,” “will,” “should,” “could,”, “would”, “seeks,” “approximately,” “projects,” predicts,” “intends,” “plans,” “estimates,” “anticipates” “future,” “guidance,” “target,” or the negative version of these words or other comparable words, although not all forward-looking statements may contain such words. The forward-looking statements contained in this Annual Report on Form 10-K may include statements related to Awaysis’ revenues, earnings, taxes, cash flow and related financial and operating measures, and expectations with respect to future operating, financial and business performance, and other anticipated future events and expectations that are not historical facts.

~~Awaysis cautions~~● ~~you~~Risks that our forward-looking statements involve known and unknown risks, uncertainties and other factors, including those that are beyond Awaysis’ control, which may cause the actual results, performance or achievements to be materially different from the future results. Factors that could cause Awaysis’ actual results to differ materially from those contemplated by its forward-looking statements include: risks that there may be significant costs and expenses associated with liabilities related to the development of its business that were either unknown or are greater than those anticipated at the time of the acquisition of its assets; ~~risks~~● Risks that Awaysis may not be successful in integrating new properties into all aspects of our business and operations or that the integration will take longer than anticipated; ~~the~~● The operational risks as a result of acquiring undeveloped or underdeveloped assets and real estate and integration of those assets into our business; risks related to disruption of management’s attention from Awaysis’ ongoing business operations due to its efforts to identify, acquire, develop and manage new resort properties into Awaysis; ~~any~~● Any adverse effect of an acquired asset on Awaysis’ reputation, relationships, operating results and business generally; ~~any~~● Any lingering impact of the COVID-19 pandemic on Awaysis’ business, operating results, and financial condition, or on global economic conditions; ~~Awaysis’ ability~~● toRisks ~~meet its liquidity needs; risks~~ related to Awaysis’ indebtedness, especially in light of the significant amount of indebtedness we expect to ~~incurred~~incur to complete ~~various~~the ~~identified~~acquisition ~~properties~~and ~~for~~development ~~our~~of hospitality and resort ~~portfolio~~properties; ~~inherent~~● Inherent business risks, market trends and competition within the resort and hospitality industries; ~~compliance~~● Compliance with and changes to United States, Belize and global laws and regulations, including those related to anti-corruption and privacy; ~~risks~~● Risks related to Awaysis’ planned acquisitions, joint ventures, and other partnerships; ● Awaysis’ dependence on third-party development activities; the performance of Awaysis’ information technology systems and ~~our~~its ability to maintain data security; ~~regulatory~~● Regulatory proceedings or litigation; adequacy of our workforce to meet Awaysis’ business and operation needs; ● Awaysis’ ability to attract and retain key executives and employees with skills and capacity to meet our needs; and ~~natural~~● Natural disasters or adverse geo-political conditions. Any one or more of the foregoing factors could adversely impact Awaysis’ operations, revenue, operating profits and margins, financial condition or credit rating.

For additional information regarding factors that could cause Awaysis’ actual results to differ materially from those expressed or implied in the forward-looking statements in this Annual Report on Form 10-K, please see the risk factors discussed in “Part I—Item 1A. Risk Factors” of this Annual Report on Form 10-K and those described from time to time in other periodic reports that we file with the SEC. There may be other risks and uncertainties that we are unable to predict at this time or we currently do not expect to have a material adverse effect on our business. Except for Awaysis’ ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, changes in management’s expectations, or otherwise.

Risk Factor Summary

Our business is subject to a number of risks of which you should be aware before making an investment decision. These risks include, but are not limited to, the following:

●Risks Relating ~~We are a development stage company with a limited operating history and have not yet achieved profitability, making it difficult for you~~ to ~~evaluate~~ our ~~business~~Business and ~~your investment.~~Finances

● ~~Since~~We ~~inception~~are ofa ~~our~~development ~~new~~stage ~~business~~company ~~model,~~with wea limited operating history and have not ~~established~~yet ~~any~~achieved ~~material~~profitability, making it difficult for you to evaluate our business and ~~recurring~~your ~~revenues~~investment. or● ~~operations~~We ~~that~~have ~~will~~only ~~provide~~recently ~~financial~~established ~~stability~~any inmaterial ~~the~~and ~~long~~recurring ~~term~~revenues or ~~achieve profitability~~operations, and there can be no assurance that we will realize our plans on our projected timetable (or at all) in order to reach sustainable or profitable operations. ● We have incurred net losses toof ~~date~~$2,724,941 and $7,056,911 for the fiscal years ended June 30, 2025 and 2024, respectively, and we anticipate that we will continue to incur significant losses for the foreseeable future, and even ifas we ~~were~~commence togenerating ~~generate~~material and recurring revenue, we may never achieve or maintain profitability. We had aan ~~net~~accumulated ~~loss~~deficit of $715,~~093~~331,~~476~~309 and $412,~~295~~606,~~446~~368 ~~for the fiscal years ended June 30, 2024 and 2023, respectively, and~~ as of June 30, ~~2024~~2025 and ~~2023~~2024, ~~we had an accumulated deficit of $12,642,933 and $5,549,457,~~ respectively. ● We are dependent on management;. ●Failure ~~The expansion of our operations can have a significant impact on our profitability; ● Our financial success is dependent on general economic conditions; ● Our operating results are subject~~ to ~~significant~~retain ~~fluctuations; ● Our proposed objectives are capital intensive~~ and ~~subject to change; ● There is a limited trading market for our common stock~~recruit, ~~which~~or ~~could~~failure ~~make it difficult for you~~ to ~~liquidate~~manage ansuccession ~~investment in our common stock, in a timely manner; ● Our success will partially depend upon the acquisition and re-development~~ of ~~hospitality properties in varying stages of development~~, ~~and~~key wepersonnel ~~may~~could behave ~~unable~~an toadverse ~~consummate~~impact ~~acquisitions~~ on ~~advantageous terms, the acquired properties may not perform as expected, or we may be unable to efficiently integrate assets into~~ our ~~existing~~future ~~operations;~~performance. ● ~~Investors~~Failure ~~are~~to ~~reliant~~properly onestimate ~~management’s~~the ~~assessment~~risks, ~~selection,~~time and ~~development~~cost ofinvolved ~~appropriate~~in ~~properties;~~a ●project Weor ~~face significant competition that may increase costs; ● Our profitability may be impacted by~~ delays in ~~the~~completion ~~selection,~~may ~~acquisition,~~lead ~~and~~to ~~re-development~~cost ofoverruns ~~properties; ● Supply chain disruptions could create unexpected renovation or maintenance costs or delays~~ and~~/or~~ ~~could~~affect ~~impact~~ our ~~development~~financial ~~projects,~~conditions and any ~~of which could adversely impact our results of operations~~profitability. ● ~~Our~~We ~~properties~~are ~~may be~~ subject to ~~environmental~~significant ~~laws~~accounts payable and ~~regulations~~other ~~that~~current ~~have~~liabilities. ~~the potential to impose liability;~~ ● We may benot ~~unable~~have tosufficient ~~sell~~liquidity ~~a property if or when we decide~~ to dorepay ~~so,~~certain ~~including~~outstanding aspromissory anotes ~~result~~at ~~of uncertain market conditions~~maturity, which could ~~adversely~~result ~~affect our ability to respond to market conditions; ● We may not succeed~~ in ~~creating~~the aloss ~~portfolio~~of ~~enclave strategy; ● Our~~ properties ~~may~~and berelated ~~subject~~assets tosecuring ~~liabilities~~those ornotes. ~~other problems;~~ ● The ~~failure~~expansion toof ~~successfully execute and integrate properties that support~~ our ~~planned~~operations ~~business~~can ~~model~~have ~~could~~a ~~adversely~~significant ~~affect~~impact ~~our~~on ~~growth rate and consequently~~ our ~~revenues~~profitability. ~~and results of operations;~~ ● ~~There~~Our ~~are~~financial ~~significant~~success ~~risks~~is ~~associated~~dependent ~~with~~on ~~“value-add”~~general ~~and~~economic ~~properties~~conditions. in● ~~need~~Our ofoperating ~~re-positioning;~~results ●are ~~Uninsured~~subject ~~losses relating~~ to ~~real~~significant ~~property~~fluctuation ~~may~~based ~~adversely~~on ~~affect~~seasonality ~~our performance; ● Competition for investment assets may increase costs~~ and ~~reduce~~other ~~returns;~~factors.

●Risks Relating ~~Environmental regulations and issues, certain of which we may have no control over, may adversely impact our business; ● Real estate may develop harmful mold, which could lead~~ to ~~liability for adverse health effects and costs of remediating the problem; ● Terrorist attacks or other acts of violence or war may adversely affect~~ our industry, operations, and profitability; ● We will be subject to risks related to the geographic locations of the properties we develop and manage; ● There may be several conflicts of interest that arise as we implement our business plan; ● The market price and trading volume of our common stock may be volatile, which may adversely affect its market price; ● Your interest in us may be diluted if we issue additional shares of common stock. ● The sale of our common stock may cause its market price to drop significantly, regardless of the Company’s performance. ● We cannot assure you that our common stock will become listed on a national securities exchange and the failure to do so may adversely affect your ability to dispose of our common stock in a timely fashion. ● Our common stock is subject to the “penny stock” rules of the SEC, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock. ● Certain of our executive officers and directors, through their direct and indirect ownership of common stock, can substantially influence the outcome of matters requiring shareholder approval and may prevent you and other stockholders from influencing significant corporate decisions, which could result in conflicts of interest that could cause the Company’s stock price to decline. ● Anti-takeover provisions in the Company’s charter and bylaws under Delaware law may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of the Company difficult ● Investments in our common stock may provide you with limited rights, and we do not expect to pay cash dividends in the short term.Properties

●	Our success will partially depend upon the acquisition and re-development of hospitality properties in varying stages of development, and we may be unable to consummate acquisitions on advantageous terms, the acquired properties may not perform as expected, or we may be unable to efficiently integrate assets into our existing operations.

●	Investors are reliant on management’s assessment, selection, and development of appropriate properties.

●	Our profitability may be impacted by delays in the selection, acquisition and development of properties.

●	Our business is affected by macroeconomic conditions, including rising inflation, interest rates and supply chain constraints.

●	Supply chain disruptions could create unexpected renovation or maintenance costs or delays and/or could impact our development projects, any of which could adversely impact our results of operations.

●	We may be unable to sell a property if or when we decide to do so, including as a result of uncertain market conditions, which could adversely affect our ability to respond to market conditions.

●	We may not succeed in creating a portfolio enclave strategy.

●	Our properties may be subject to liabilities or other problems.

●	The failure to successfully execute and integrate properties that support our planned business model could adversely affect our growth rate and consequently our revenues and results of operations.

●	There are significant risks associated with “value-add” and properties in need of re-positioning.

●	Uninsured losses relating to real property may adversely affect our performance.

●	Competition for real property to grow our business may increase costs and reduce returns.

●	Environmental regulations and issues, certain of which we may have no control over, may potentially impose liability and adversely impact our business.

●	Real estate may develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem.

●	Terrorist attacks or other acts of violence or war may adversely affect our industry, operations, and profitability.

●	Our international operations subject us to additional costs and risks, which could adversely affect our business, financial condition, and results of operations.

●	We will be subject to risks related to the geographic locations of the properties we develop and manage.

●	We are subject to significant government regulations, which could adversely affect our business, financial condition, and results of operations.

●	Weather events, natural disasters and other events beyond our control could adversely affect our business.

●	There may be several conflicts of interest that arise as we implement our business plan.

●	The units we offer may be subject to regulatory scrutiny under federal or state securities laws.

Risks Related to Being a Public Company

●	We will incur increased costs as a result of operating as a public company listed on NYSE American, and our management will devote substantial and increased time to comply with our public company responsibilities and corporate governance practices.

●	Our management team has limited experience managing a public company and no experience managing a public company listed on a national securities exchange.

●	We have been unable to maintain effective disclosure controls and procedures, which could result in our stock price and investor confidence being materially and adversely affected.

Risks Relating to our Common Stock

●	There is a limited trading market for our Common Stock, which could make it difficult for you to liquidate an investment in our Common Stock, in a timely manner.

●	The market price and trading volume of our Common Stock may be volatile, which may adversely affect its market price.

●	Your interest in us may be diluted if we issue additional shares of Common Stock.

●	The sale of our Common Stock may cause its market price to drop significantly, regardless of the Company’s performance.

●	We may not be able to satisfy listing requirements of the NYSE American or obtain or maintain a listing of our Common Stock on the NYSE American.

●	Our Common Stock is subject to the “penny stock” rules of the SEC, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

●	We are a “controlled company” within the meaning of the NYSE American listing standards and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements. Although permitted, the absence of a majority of independent directors, an independent compensation committee, and an independent nominating committee may adversely impact investor confidence and reduce oversight of management decisions. Investors should carefully consider that our corporate governance structure may provide less protection than that afforded to stockholders of companies with independent boards.

●	Certain of our executive officers and directors, through their direct and indirect ownership of Common Stock, can substantially influence the outcome of matters requiring shareholder approval and may prevent you and other stockholders from influencing significant corporate decisions, which could result in conflicts of interest that could cause the Company’s stock price to decline.

●	Anti-takeover provisions in the Company’s charter and bylaws under Delaware law may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of the Company difficult.

●	Investments in our Common Stock may provide you with limited rights, and we do not expect to pay cash dividends in the short term.

●	We qualify as a smaller reporting company within the meaning of the Securities Act, and we take advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

PART I

Item 1. Business.

The Company

Awaysis Capital, Inc. (the “Company”, “we”, “us” or “our”) is a real estate management and hospitality company focused on acquisition, redevelopment, sales, and managing bookings and rentals, of residential vacation home communities in desirable travel destinations. We seek to create value through the targeting and acquisition, development, and up-cycling, rebranding, and repositioning of currently undervalued operating and shovel ready residential/resort communities in global travel destinations, with the intention to relaunch these assets under the “Awaysis” brand with the goals of creating a network of residential and resort enclave communities in the Caribbean, Europe, South America and the United States, that will optimize ~~both~~ sales, hospitality, and management ~~rental~~ revenues for our company, while providing ~~attractive~~the ~~returns~~potential tofor home owners to retain our services to manage any bookings of their units for third-party short or long term stays, and provide exceptional vacation experiences to travelers.

Increased global trends towards “work from home” opportunities have impacted both residency and travel. We believe that more people are seeking comfortable and convenient places to travel, visit, and live for extended durations. We seek to capitalize on these trends by transforming ~~residential~~ resort properties in desirable locations into convenient enclaves that facilitate this type of travel or residency. We define an enclave as a gated community that has all the amenities that will allow a person to live, work and play without having to leave the community.

At least initially, ~~our~~we ~~target~~are ~~acquisitions~~seeking ~~are~~to develop resorts that have not been completed nor have a significant prior operational history. As such, we intend to purchase the real estate underlying the planned community and finish the development, then, depending on the property, we would either sell the finished individual units to buyers, or we would retain ownership of the finished individual ~~buyers~~units and ~~put~~market them for short or long term hotel/resort stays. Individual units sold to third-party buyers can then be used by them for their personal use or in their sole discretion from time to time, book for third party short or long term stays, either managed by us or through other arrangements in compliance with local law. In addition, we would own and manage the common areas of each community, including any areas devoted to restaurants/bars, pools, retail, spas and fitness centers, some of which we may determine to outsource to third parties at prevailing market rates. We do not have a ~~rental~~limit ~~pool~~on the number of units or other parts or amenities of a particular community that we will ~~would~~sell, lease or retain, nor do we have a percentage limit to the amount of revenues generated by the units we do retain, and in such cases, will be a result of market forces from time to time. Any revenue we generate from a particular unit owned by a third party who opts to retain us to manage bookings of their unit will be split between us and the individual owner of the unit, pursuant to a separate agreement between us.

~~The~~All ~~Company~~third ~~seeks~~party owners of units have the option to ~~own~~rent out their units, ~~grow~~subject ~~and~~to ~~manage~~local laws, such as laws of Belize that require that all such bookings are processed through an entity with a ~~stable,~~Belize ~~cash~~hotel ~~generating,~~license. ~~diversified~~To ~~portfolio~~the extent an owner of ~~single-family~~a ~~and~~unit ~~luxury~~wishes ~~resort/residence~~to retain us to ~~properties~~manage inbookings of their unit, we will have an exclusive agreement for the ~~Caribbean~~term of the agreement with the individual owners or, ~~Europe~~where applicable, ~~South~~the ~~America~~homeowners association, which specifies our fees. Each month, we intend to reconcile bookings and fee allocations for each individual owner. Any bookings income due to an owner is segregated and subsequently distributed to them in accordance with the terms ~~United~~of ~~States~~their particular agreement.

We intend to offer for sale, or as short or long term bookings, the finished units in any and all jurisdictions that permit such offers. To date, we are making such offers through our website at www.awaysisgroup.com, on-line multiple listing services, and other licensed direct booking channels. We are not presently aware of any jurisdictional limits on the offer of these properties in the jurisdictions we are targeting to offer our investors for sale or rent. While our current properties are located in Belize, the offer and sale of these properties, as well as the related management arrangements, may take place both in Belize and in the United States, subject to compliance with applicable laws and regulations in each jurisdiction.

We are a licensed real estate corporation in the State of Florida and maintain compliance with the Florida Real Estate Commission, the entity that regulates companies providing real estate services such as rentals, management, and sales. Additionally, our business is subject to federal, state, local and foreign laws, rules, and regulations that may vary depending on the geographical location and classification of our individual properties. Hospitality operations are also subject to compliance with the U.S. Americans with Disabilities Act and other laws and regulations relating to accessibility, and to laws, regulations and standards in other areas such as zoning and land use, licensing, permitting and registrations, safety, environmental and other property condition matters, staffing and employee training, and cleanliness/sanitation protocols.

~~Our~~Additionally, business strategy entails targeting and identifying undervalued assets in emerging markets located in proximity to high demand travel destinations. The Company intends to focus these efforts on shovel-ready properties and/or other assets that we ~~believe can be used to optimize sales and rental revenues. We have currently identified five properties in Belize, all of which~~ are ~~expected~~a tolicensed ~~constitute~~hotel ~~our initial~~operator ~~real estate portfolio. To that effect, on June 30, 2022, we closed on the acquisition of certain real estate assets~~ in ~~San Pedro,~~ Belize ~~(the~~and ~~“Casamora~~maintain ~~Awaysis~~compliance ~~Assets”),~~with ~~pursuant~~applicable tolaws ~~our previously announced series of Agreements of Purchase~~ and ~~Sale,~~regulations ~~all dated~~administered ~~April 15, 2022. The total consideration paid~~ by ~~us for~~ the ~~properties~~Belize ~~subject to the agreements was at the appraisal value of $11.4~~Tourism ~~million~~Board ~~(excluding transaction costs~~ and ~~fees)~~other ~~and~~relevant ~~was~~governmental ~~settled in a combination of a Purchase Money Mortgage of $2~~authorities.6 ~~million~~Our atoperations 0%are ~~interest rate,~~subject ~~payable on demand, a Purchase Money Mortgage of $280,000 at 0% interest rate that was paid on August 8, 2022 and 56.8 million shares of the Company’s common stock based on a per share price equal~~ to the ~~market~~requirements ~~price~~of on the ~~date~~Belize ofHotels ~~appraisal~~and ofTourist ~~$0.150. As the first~~Accommodation ~~acquisition~~Act ~~by the Company in Belize~~ and anrelated ~~important milestone~~regulations, ~~the~~which ~~Company~~govern ~~expects to rebrand~~ the ~~Casamora~~licensing, ~~Awaysis Asset~~classification, ~~so it is easily identifiable as an Awaysis Property~~ and ~~fit~~operation ~~perfectly with its strategy~~ of ~~creating~~hospitality aestablishments ~~countrywide~~throughout ~~network of Awaysis residential enclave communities in~~ the country.

The Casamora Awaysis Assets is in San Pedro, Belize, minutes away from the town core and is a 22 unit property, representing 45,206 square feet, and is expected to feature a wellness spa and fitness facility, restaurant, executive remote work center, private rooftop lounge, lap pool, beach bar, and waterfront esplanade. It consists of the following:

	●	A rectangular shaped parcel with 100.0 feet of street frontage containing a 9,100 sq. ft. two story reinforced concrete building, with 2,173 sq. ft. of basement, a 1,600 sq. ft. porch/deck and a 3,062 sq. ft. terrace. The plan for this building is to have: (a) on the ground floor, a state-of-the-art fitness facility and wellness spa; (b) on the second floor, an executive conference center, a Yoga/Pilates studio with individual massage rooms associated with a planned wellness spa, and access to the porch/deck; and (c) on the third floor, a members-only roof-top patio and lounge. The project is targeted for completion by June 2025.
	●	A rectangular shaped parcel with 100.0 ft. of frontage on the beach reserve and the Caribbean Sea having a total square footage of 13,590 sq. ft. The lot is elevated, sandy, has a reinforced concrete sea wall and currently contains two double-story concrete buildings. The northernmost building has four 1-bedroom, 1-bath units, each with a living room, kitchen, and covered porches. The southernmost building has two 1-bedroom, 1 bath units, each with a living room and kitchen on the ground floor and one 3-bedroom, 2-bath unfinished unit on the second floor, each with their own covered porches. Currently these existing units, while pending renovations, are available to be rented and generate hospitality revenues. The plan is to eventually renovate all these units into more modern, luxury boutique waterfront villas. This project is targeted for completion by June 2024.

● 3,825 sq. ft. of raw open land with 105 feet of street frontage. Currently there is a main single-level concrete building having dimensions of 14.0 ft. by 14.0 ft. and consisting of a reinforced concrete foundation and reinforced concrete floors. In addition, there is a wooden bar open area with shade, having dimensions of 14.0 ft. by 16.0 ft., as well a single-level wooden structure having dimensions of 16.0 ft. by 24.0 ft. plus a 10 ft. by 24 ft. front shade that are currently rented by third-party proprietors contributing to the hospitality revenues. The planned use for this land is expected to serve both the patio extension and parking area for a planned ground floor café. ● 1,717.83 sq. ft. of elevated land containing a three-story concrete building having dimensions of approximately 31.0 ft. by 41.0 ft. plus covered concrete porches on each floor of approximately 15.0 ft. by 18 ft. The ground floor unit is approximately 80% complete and we have executed a letter of intent from a real estate brokerage firm to lease unit as a sales office. The second-floor unit is under renovations and is currently planned for residential use as a 2 bedroom, 2 bath unit. The penthouse unit is a 3-bedroom, 2-bath that we currently plan to remodel with a dining room, living room, kitchen and small balcony facing the ocean. There is also an open-air patio situated above the covered patio of the penthouse which provides sweeping views of the ocean as well as sunset views over the lagoon side. This is targeted to be completed by June 2024. ● A four-story condominium complex that sits atop 20,995 sq. ft. of oceanfront land and comprises twenty individual 2-bedroom, 2-bathroom ocean view condo suites of which twelve are owned by Awaysis. Our units are being fully renovated and targeted for completion by the end of 2024. Of the remaining eight units that are owned by third-parties, five units are still being renovated while the other three are fully furnished and under rental agreements and Homeowner’s Association (HOA) management agreements with their owners to generate hospitality revenues. The twelve units owned by Awaysis are further described below:

○ Two 1,380 sq. ft. ground floor units including a covered balcony/porch, the plan of which is to renovate each into a 2-bedroom, 2-bath high-end condominium unit with a living room, dining area and kitchen. The units have an unobstructed view of the ocean and overlook the pool and main ground garden landscape. ○ Two 1,455 sq. ft. ground floor units including a covered balcony/porch, the plan of which is to renovate each into a 2-bedroom, 2-bath high-end condominium unit with a living room, dining area and kitchen. The units have an unobstructed view of the ocean and overlooks the pool and main ground garden landscape. ○ A 1,380 sq. ft. second floor unit including a covered balcony/porch, the plan of which is to renovate into a 2-bedroom, 2-bath high-end condominium unit with a living room, dining area and kitchen. The unit has an unobstructed view of the ocean and overlooks the pool and main ground garden landscape. ○ Three 1,455 sq. ft. second floor units including a covered balcony/porch, the plan of which is to renovate each into a 2-bedroom, 2-bath high-end condominium unit with a living room, dining area and kitchen. The units have an unobstructed view of the ocean and overlooks the pool and main ground garden landscape. ○ Three 1,455 sq. ft. third floor units including a covered balcony/porch, the plan of which is to renovate each into a 2-bedroom, 2-bath high-end condominium unit with a living room, dining area and kitchen. The units have an unobstructed view of the ocean and overlooks the pool and main ground garden landscape. ○ A 1,380 sq. ft. third floor unit including a covered balcony/porch, the plan of which is to renovate into a 2-bedroom, 2-bath high-end condominium unit with a living room, dining area and kitchen. The unit has an unobstructed view of the ocean and overlooks the pool and main ground garden landscape.

Recent Developments

Line of Credit

Between November 15, 2024 and December 20, 2024, the Company borrowed an aggregate of $3,000,000, evidenced by a Secured Promissory Note, dated December 1, 2024, under a planned committed line of credit with BOS Investment Inc. to borrow up to an aggregate of $5,000,000. BOS is an affiliate of Michael Singh, the Company’s Co-CEO. The Company used a portion of the proceeds from the loan for the acquisition of an additional operating property in Belize from Chial Mountain Ltd., another affiliate of Mr. Singh, and expects to use additional proceeds for other targeted acquisitions, and to further develop the Company’s Awaysis Casamora Assets.

Interest on the note portion of the loan is 3.5% per annum (subject to late payment penalties). On April 22, 2025, the parties entered into an amendment to the secured promissory note, to provide that principal and interest shall be due on June 1, 2025. On June 30, 2025, the parties subsequently amended the secured promissory note to extend the maturity date to August 31, 2025. On August 30, 2025, Mr. Singh and BOS granted the Company a waiver of the impending maturity date. Following the waiver, the parties agreed to work in good faith to negotiate subsequent amendments to the secured promissory note. On October 28, 2025, the Company and BOS further amended the secured promissory note to extend the maturity date to November 30, 2025.

The note is secured by a first priority lien on substantially all of the assets of the Company and contains customary events of default, which entitle BOS, among other things, to accelerate the due date of the unpaid principal and accrued and unpaid interest of the note. Additional definitive documentation regarding the line of credit has not yet been negotiated or entered into. However, the Company expects the note will be rolled into the definitive documents relating to the full line of credit once finalized and executed.

We currently intend to repay this note using a portion of the net proceeds from a future offering, cash generated from operations, or proceeds from potential asset sales, if necessary. We are actively evaluating our liquidity position and to ensure we are able to meet our obligations as they come due. Although we are engaging in negotiations with our lender, there can be no assurance that we will have sufficient funds available at the time of maturity, that we will be able to secure future funds on terms acceptable to us, or that if we do not have sufficient funds at maturity, we could further extend the maturity date.

Related Party Loan

On May 21, 2025, the Company entered into a Convertible Promissory Note with Andrew Trumbach, the Company’s Co-CEO and CFO as the lender, which memorialized a $150,000 loan and loan terms. The amount borrowed was provided by Dr. Trumbach to the Company on April 10, 2025. Interest on the Loan is 12% per annum, payable, with the principal and any and all fees, costs and expenses then due under the Note, on October 10, 2025. The note is convertible into the common stock of the Company, in whole or in part, at the option of Dr. Trumbach at any time prior to the maturity date, at an exercise price per share of $0.16. The maturity date of the note was extended to November 30, 2025

Appointment of Temporary Chairman

On August 30, 2025, the Board unanimously voted to temporarily remove Mr. Singh as Chairman of the Board pending completion of the new appraisal of the Chial Reserve Assets. The Board unanimously appointed Dr. Narendra Kini to serve as temporary Chairman of the Board during this interim period.

Reverse Stock Split

In September of 2024, our Board of Directors and holders of a majority of our outstanding voting securities, approved a reverse split of up to 1-for-20 of our issued and outstanding shares of Common Stock (the “Reverse Split”) and authorized our Co-CEOs, in their sole discretion, to determine the final ratio and effect the Reverse Split any time before the one year anniversary of the approval date. We do not yet have an effective date for the Reverse Split, but have determined and set a split ratio of 1-for-20. On August 28, 2025, our Board and the holders of a majority of our outstanding voting securities approved an extension to effect the Reverse Split from the one year anniversary of the original approval date to December 31, 2025. We expect the Reverse Split to take effect in our fiscal quarter ending December 31, 2025.

Properties

Awaysis Casamora Assets

On June 30, 2022, we closed on the acquisition of certain real estate assets in San Pedro, Belize (the “Awaysis Casamora Assets”), pursuant to a series of Agreements of Purchase and Sale, dated April 15, 2022. The total consideration paid by us for the properties subject to the agreements was at the appraisal value of $11.4 million (excluding transaction costs and fees) and was settled in a combination of a Purchase Money Mortgage of $2.6 million at 0% interest rate, payable on demand, a Purchase Money Mortgage of $280,000 at 0% interest rate that was paid on August 8, 2022 and 56.8 million shares of the Company’s Common Stock based on a per share price equal to the market price on the date of appraisal of $0.150.

As the first acquisition by the Company in Belize and an important milestone, the Company is rebranding the Awaysis Casamora Assets, so it is easily identifiable as an Awaysis property and align seamlessly with its strategy of creating a network of Awaysis residential enclave communities.

The Awaysis Casamora Assets are located in San Pedro, Belize, minutes away from the town core, and is a 2.5 acres site with 300 feet of beach frontage overlooking the reef that is less than a mile offshore. The property is expected to feature 30 renovated 1-, 2- & 3- bedroom private suites, a wellness spa and fitness facility, gourmet dining restaurant, executive remote work center, private roof top lounge, and lap pool. Along the water edge, there is planned a beach bar and waterfront esplanade.

There are 4 distinct features to the property:

	●	The main 4-story condominium complex that sits atop 20,995 square feet of prime oceanfront land having a frontage of 100 feet on the beach reserve and Caribbean Sea and comprises twenty individually stratified 2-bedroom, 2-bathroom ocean view condo suites, of which twelve units are available for re-sale. The condo suites average 1,400 square feet plus an additional 250 square feet of outdoor balcony space that can be used as a lounge area and patio. Each condo suite has an unobstructed ocean view and overlooks the lap pool. We expect the total remaining construction costs to complete development of this portion of the Awaysis Casamora Assets to be approximately $2,500,000.

	●	A 10,000 square foot amenities building immediately adjacent to the condominium complex which includes the fitness center, wellness spa on the ground floor, Pilates/Yoga studios and an executive remote working space with a balcony on the first floor, and a dining area and lounge on the rooftop. This property has been fully renovated and the company has entered a short-term lease with a lessor at $13,000 USD per month for 6 months with an extension for another 6 months.

	●	Two 2-story waterfront villas with manicured gardens on 13,590 square feet of additional prime oceanfront land having another frontage of 100 feet on the beach reserve and Caribbean Sea. The north villa contains four 1-bedroom, 1-bathroom furnished units, each with 675 square feet of interior space plus additional balcony/porch exterior space. The south villa contains two 1-bedroom, 1-bathroom furnished units, each with 675 square feet of interior space plus additional balcony/porch exterior space on the ground floor and one 3-bedroom, 3-bathroom unit with 1,350 square feet of interior space plus additional balcony/porch exterior space on the top floor. We have projected to have these renovated by the end of calendar year 2025. We expect the total remaining construction costs to complete development of this portion of the Awaysis Casamora Assets to be approximately $515,000.

	●	A 3-story building on the street side of the property. We have completed the construction of this property. Due to its location on the main commercial street in San Pedro, walking distance to the main town center, we believe that it has the potential for residential use either as a primary residence or as rental property with commercial potential. The ground floor consists of 1,250 square feet of interior space that has been fully renovated as offices. The second floor open area consists of 1,250 square feet of finished interior space that can be converted into one large 3-bedroom unit or two units. The Penthouse unit consists of 3 bedrooms, 2 full bathrooms, a full kitchen, breakfast bar, 6 seat dining area, and living area. The Penthouse is fully air conditioned and comes fully furnished. Additionally, the Penthouse includes a private balcony to the master suite, and a larger balcony with street and sea views. We have leased the Penthouse unit on the third floor for $2,500 USD per month. The same tenant has leased the first floor and unfinished second floor for $3,000 USD per month.

All villas, suites and units may be occupied by the owner or they may contract with us to manage short or long term bookings of the units for a fee, making it a flexible option for those that either wish to occupy part-time, or that wish to rent their unit without management responsibility.

Development Strategy

The twelve 2-bedroom, 2-bathroom ocean view condo suites in the 4-story condominium complex that are available for re-sale are fully gutted as of the date of this Annual Report on Form 10-K and the grey works are currently underway with over 60% already completed. The intention is to finish one model unit on the first floor to showcase the full experience of indoor space and outdoor balcony space to aid in the pre-sales.

For unit rentals in San Pedro generally, the average daily rate for a 2-bedroom, 2-bathroom condo suites with a view of the ocean in San Pedro is on average approximately $650 per night with an occupancy rate of 69% adjusted for seasonality. We expect that our villas will be rented out at similar rates and with similar occupancy rates.

We believe that currently there is no inventory of unobstructed ocean view condo suites in San Pedro that have fully stratified titles. Furthermore, since most of the inventory in San Pedro is offered for sale on a speculative pre-development basis, we believe our strategy of selling or renting units that are already in development or developed will attract potential buyers and renters over these other alternatives.

We have commenced refurbishments on both of the waterfront villas, including renovations of the balconies, a roof replacement and a full renovation of the 3-bedroom, 3-bathroom unit on the top floor of the south villa, that are all underway. One of the units on the ground floor of the south villa is currently being used as the sales and management office where onsite staff can manage construction and maintenance personnel for the entire development project.

The north villa units are all rent-ready as-is with some minor refurbishments. The average daily rental rate for 1-bedroom, 1-bathroom villas with an ocean view in San Pedro is on average approximately $175 per night and for 3-bedroom, 3-bathroom villas, $550 per night, with an occupancy rate of 69% adjusted for seasonality.

We are also refurbishing the 3-story building, with the ground floor being left available for either a commercial tenant or residential tenant to be secured to determine the finishing of that unit. Similarly, the first floor is being left available for either a 3-bedroom residential tenant or a 1-bedroom residential tenant to determine the finishing of that unit(s).

The penthouse is already rent-ready as is with some minor refurbishments.

We expect the total remaining construction costs to complete development of the Awaysis Casamora Assets to be approximately $3,015,000, and estimate completion, assuming availability of funds, to occur in the second half of calendar year 2026.

As of September 15, 2025, Awaysis has six units available for same or for short or long term booking, of which four are Company-owned. The Company has entered into an agreement with each of the owners of the other two units, to manage short or long term bookings on their behalf for a fee. We anticipate renovating these units. Awaysis has also entered into a lease agreement, effective April 1, 2024 and which is now on a month to month basis, on a three-bedroom condominium located in the commercial building adjacent to the resort property. This unit has been listed for sale.

Infrastructure

Through the date of this Annual Report on Form 10-K, the following has been accomplished:

	●	All infrastructure has been installed, in particular the road network, water, power and internet, with municipal grid connections, subject to some electrical testing and further upgrading to be determined if required.

	●	Building permits for the construction of the entire project have already been issued.

	●	All building structural engineering reports have been completed for the condominium complex and determination for the requirements for the other buildings is still being assessed and budgeted for even if found to be unnecessary.

	●	The project has had full environmental clearance.

	●	Hotel licenses have been obtained.

	●	All project liability insurance is already obtained.

	●	The amenities building is completed and rented.

	●	The three story mixed use building is completed and rented.

	●	The gates at the entrance have been installed.

	●	The marketing and development plans have been completed.

	●	Glass and rails have been ordered and awaiting delivery.

Chial Mountain

On December 31, 2024, Awaysis Belize Ltd., a Belize corporation and wholly-owned subsidiary of the Company, or Awaysis Belize, acquired all of the stock and substantially all of the assets of Chial Mountain Ltd., a Belize corporation, or Chial Mountain, pursuant to the terms and conditions of an Agreement of Purchase and Sale, dated December 31, 2024 and effective December 20, 2024, between Chial Mountain and Awaysis Belize. The agreement and the secured promissory note described below were amended on April 14, 2025. In order to comply with several legal formalities of Belize, Mr. Singh and Dr. Trumbach directly formed and were 100% owners of Awaysis Belize before transferring 100% of their ownership to the Company for nominal consideration.

Pursuant to the terms of the Asset Purchase Agreement, Awaysis Belize acquired all outstanding shares of Chial Mountain and concurrently acquired substantially all of the assets of Chial Mountain on an “as is, where is” basis, including, but not limited to: (i) all tangible and intangible property of Chial Mountain; and (ii) certain real property located in the Cayo District of Belize, aggregating over 63 acres (the “Chial Reserve Assets”).

The aggregate estimated purchase price of the Chial Reserve Assets was $5,500,000, which was subsequently adjusted to approximately $4,465,415 based on a third-party appraisal of the property consisting of: (i) $2,400,000 adjusted to $2,378,137 in cash paid at closing; (ii) $1,500,000 secured promissory note, dated December 21, 2024 and as amended on April 14, 2025, between the Company and Michael Singh, which bears no interest and has a maturity date on the earlier of August 31, 2025 or the up-listing of the Company to the NYSE American; and (iii) a $1,600,000 senior convertible promissory note dated December 20, 2024 adjusted to $587,278 to account for current approximate appraisal, between the Company and Michael Singh, as amended, bearing interest at 3.5% per annum and maturing on August 31, 2025. On August 30, 2025, the Company was granted a waiver of the impending maturity date. Following the waiver, the parties agreed to work in good faith to negotiate subsequent amendments to the promissory notes. On October 28, 2025, the Company and Mr. Singh further amended the promissory notes to extend the maturity date to the earlier of November 30, 2025 or the up-listing of the Company to the NYSE American.

The notes are secured by first priority liens on substantially all of the assets of the Company and contain customary events of default, which entitle Mr. Singh , among other things, to accelerate the due date of the unpaid principal and accrued and unpaid interest to the extent applicable.

The senior convertible promissory note is convertible at the option of Mr. Singh into shares of the Company’s Common Stock at a conversion price equal to the closing price of the Company’s Common Stock on the trading day immediately prior to Mr. Singh’s delivery of a notice of conversion, as set forth therein.

On January 30, 2025, Chial Mountain assigned an Agreement, dated December 5, 2024 to Awaysis Belize, granting Awaysis Belize the right until May 28, 2025 to purchase an aggregate of approximately 157 acres of property in the Cayo District of Belize, adjacent to the Chial Reserve Assets for an aggregate purchase price of approximately $408,000. Both parties agreed to extend the option period and to split the purchase of the remaining property into two separate agreements, one for a 50 acre parcel that was exercised for a $250,000 amount due to the seller that closed on June 30, 2025, and the second for a 107 acre parcel that the Company expects to consummate on or before December 31, 2025.

On August 30, 2025, the Company’s Board of Directors met to discuss the Company’s review of the third-party appraisal and the valuation of the non-fixed assets of the Chial Reserve Assets. During the course of its review, the Company identified numerous material inconsistencies and errors in the methodologies underlying both evaluations. Following discussion, the Board unanimously approved: (i) commissioning a new third-party appraisal of the real property portion of the Chial Reserve Assets, and (ii) commissioning a new valuation of the non-fixed assets, with both appraisers to be selected from a list provided by Mr. Singh, and ultimately chosen by the Board.

On October 28, 2025, the Company and Chial Mountain entered into an Amendment to Agreement of Purchase and Sale, dated December 31, 2024 and effective December 20, 2024, as amended, to extend the contract period to the new valuation and appraisal of the Chial Reserve Assets and to provide for the negotiation of an adjustment to the purchase price in light of such appraisal, to be set forth in a post-closing agreement to be executed within thirty (30) days following completion of the new appraisal. The Parties further agreed that either party may dispute the results of the new appraisal within fifteen (15) days of receipt, with the original deadline to execute the agreement being subject to automatic extension to the next feasible date, which shall not constitute a default.

As the second acquisition by the Company in Belize, the Company expects to rebrand the Chial Reserve Assets, so it is easily identifiable as an Awaysis Property and align seamlessly with its strategy of creating a countrywide network of Awaysis residential enclave communities.

The Chial Reserve Assets are a gated community and resort development located in the Macal River Valley, Cayo District, Belize. The property includes approximately 35 villas consisting of an estimated 59,000 square feet and spans approximately 63 acres of pristine rainforest terrain, offering a harmonious blend of natural beauty and modern amenities. The addition of the Chial Reserve Assets provides a luxurious yet sustainable living experience to our customers and a revenue opportunity to the Awaysis portfolio, integrating modern conveniences with the natural splendor of Belize’s rainforest.

The completed portion of the property consists of:

	●	Eight completed two-bedroom villas, each with private pools, expansive decks, high ceilings, and floor-to-ceiling windows offering panoramic rainforest views. Each villa includes two full bathrooms with indoor/outdoor showers, fully equipped gourmet kitchens, air conditioning, high-speed Wi-Fi, and private carports. The completed villas are available for purchase, with options for owners to participate in a rental program.

	●	Existing amenities also include a fully constructed restaurant and café, along with maintenance and operations facilities.

All villas and units may be occupied by the owner or may be contributed to the Company’s rental program on a profit split basis, making it a flexible option for those that either wish to occupy part-time, or that wish to earn positive income from their ownership with no management responsibility.

Development Strategy

As of January 2025, the Company has sold five villa units, with two units paid in full and three under a developer mortgage. Three completed units remain available for sale, with a current rental occupancy rate of approximately 75% based on the latest data. Our remaining villas are expected to be further developed and renovated through 2026.

To enhance the property’s appeal and long-term value, the Company is constructing a Spa and Wellness Center, to feature luxury treatment rooms, a beauty salon, sauna, and jacuzzi, all designed to promote holistic rejuvenation and wellness experiences for guests and residents.

Additionally, the Company is developing a new on-site restaurant and marketplace, expected to emphasize locally sourced, organic ingredients, with a focus on elevating Belizean cuisine to fine-dining standards.

Both the Spa and Wellness Center and the restaurant are anticipated to open by the end of calendar year 2025.

History

The Company was formed in Delaware on September 29, 2008, under the name ASPI, Inc. (“ASPI”).

On April 25, 2012, ASPI filed an amendment to its Certificate of Incorporation to change its name from ASPI, Inc. to JV Group, Inc. and to increase the number of its authorized common shares from One Hundred Million (100,000,000) shares to One Billion (1,000,000,000) shares.

From its formation on September 28, 2008, through September 7, 2011, the Company was a publicly quoted shell company seeking to merge with an entity with experienced management and opportunities for growth in return for shares of ~~common~~Common ~~stock~~Stock to create value for the Company’s shareholders.

From September 8, 2011, through October 2015, through the Company’s wholly owned subsidiary, Prestige Prime Office, Limited (“Prestige”), a Hong Kong Special Administrative Region Corporation, the Company operated as a serviced office provider in the Far East. Prestige ceased serviced office provider operations in October 2015, and effective September 30, 2017, the Company disposed of Prestige and its assets and liabilities.

As of November 23, 2021, Michael A. Littman ATTY, Defined Benefit Plan, MAL as trustee, an affiliate of Michael A. Littman, the then secretary and a director of the Company and the owner of 98,108,000 shares of the Company’s common stock representing approximately 99.2% of the Company’s issued and outstanding common stock, sold 98,008,000 shares to Harthorne Capital Inc., a Delaware corporation (“Harthorne”), for aggregate consideration of $500,000, or approximately $0.0051 per share. This transaction was deemed a change of control, and effective as of November 23, 2021, (a) Calvin D. Smiley, Sr., the Company’s Chief Executive Officer and President, resigned from all officer and employment positions with the Company and its subsidiaries, (b) Michael A. Littman resigned from all officer and employment positions with the Company and its subsidiaries, (c) Michael Singh was appointed Chief Executive Officer, (d) Andrew Trumbach was appointed President, Chief Financial Officer, Secretary and Treasurer and (e) Lisa Marie Iannitelli was appointed Executive Vice President, Director-Investor Relations.10

~~Contemporaneously,~~As of November 23, 2021, Michael A. Littman ATTY, Defined Benefit Plan, MAL as trustee, an affiliate of Michael A. Littman, the ~~size~~then secretary and a director of the ~~Board~~Company and the owner of ~~Directors~~98,108,000 shares of the Company’s ~~was~~Common ~~increased~~Stock ~~from~~representing ~~three~~approximately ~~directors~~99.2% of the Company’s issued and outstanding Common Stock, sold 98,008,000 shares to ~~six~~Harthorne ~~directors~~Capital Inc., ~~Michael~~a ~~Singh~~Delaware ~~was~~corporation (“Harthorne”), ~~appointed~~for ~~as Chairman~~aggregate consideration of ~~the~~$500,000, ~~Board~~or ~~and~~approximately ~~Andrew~~$0.0051 ~~Trumbach~~per ~~and~~share. ~~Lisa~~This ~~Marie~~transaction ~~Iannitelli~~was ~~were~~deemed ~~each~~a change ~~appointed~~of control, and effective as of November 23, 2021, (a) ~~director~~Calvin D. Smiley, ~~filling~~Sr., the ~~vacancies~~Company’s onChief ~~the~~Executive ~~Board~~Officer and ~~resulting~~President, resigned from ~~the~~all ~~increase~~officer toand employment positions with the ~~size~~Company ofand its subsidiaries, (b) Michael A. Littman resigned from all officer and employment positions with the ~~Board~~Company and its subsidiaries, (c) Michael Singh was appointed Chief Executive Officer, (d) Dr. Andrew Trumbach was appointed President, Chief Financial Officer, Secretary and Treasurer and (e) Lisa Marie Iannitelli was appointed Executive Vice President, Director-Investor Relations.

~~Effective~~Contemporaneously, asthe size of ~~January~~the 7,Board ~~2022,~~of ~~Messrs.~~Directors ~~Littman,~~of ~~Smiley~~the ~~and~~Company ~~Green~~was ~~each~~increased ~~resigned~~from asthree directors to six directors. Michael Singh was appointed as the initial Chairman of the ~~Company.~~Board ~~Subsequently,~~and ~~Tyler~~Dr. AAndrew Trumbach, ~~Claude Stuart~~ and ~~Narendra~~Lisa ~~Kini~~Marie Iannitelli were each appointed toas ~~the~~a ~~Board~~director, tofilling the ~~fill~~vacancies on the ~~vacancies~~Board resulting from ~~such~~the ~~January~~increase 7,to ~~2022~~the ~~resignations~~size of the Board.

Effective as of January 7, 2022, Messrs. Littman, Smiley and Green each resigned as directors of the Company. Subsequently, Tyler A Trumbach, Dr. Claude Stuart and Dr. Narendra Kini were appointed to the Board to fill the vacancies resulting from such January 7, 2022 resignations.

In February 2022, the Board of Directors of the Company determined to pursue a business strategy of acquiring, developing, and managing residential vacation home communities in desirable travel destinations.

On May 18, 2022, we changed our name from JV Group, Inc. to Awaysis Capital, Inc. In connection with this name change, we changed our ticker symbol from “ASZP” to “AWCA” and effective May 25, 2022, we ~~began~~were ~~trading~~quoted on ~~the~~OTCID ~~OTC Market~~ under our new symbol.

In September 2024, our Board of Directors and holders of a majority of our outstanding voting securities, approved of a reverse split of up to 1-for-20 of our issued and outstanding shares of ~~common~~Common ~~stock~~Stock (the “Reverse Split”) and authorized our Co-CEOs, in their sole discretion, to determine the final ratio and effect the Reverse Split any time before the one year anniversary of the approval date. We do not yet have an effective date for the Reverse Split, but expect the Reverse Split to take effect in the second half of our 2025 fiscal year.

Our principal executive offices are located at 3400 Lakeside Drive, Suite 100, Miramar, Florida 33027. Our main telephone number is (855) 795-3311. Our website is www.awaysisgroup.com. The information contained on, or that can be accessed through, our website is not incorporated by reference and is not a part of this Annual Report on Form 10-K.

Our Business

Our business is expected to ~~include~~encompass ~~real~~a ~~estate~~diverse range of activities, including development and management of residential / resort communities, sales, hospitality ~~rentals~~, resort operations, and club management. ~~Revenues~~ ~~are~~We ~~expected~~anticipate togenerating ~~come~~revenues from the following primary sources:

● ~~selling~~Real ~~our~~Estate ~~own~~Sales: Selling developed residential units on resort ~~inventory~~property, ~~that~~which ~~includes~~may include condominiums, single -family homes, and villas, to support our overall growth strategy. ● ~~providing~~Management Services: Providing comprehensive management ~~services~~and tooperational ~~our~~services for branded resorts ~~under~~we ~~HOA~~own ~~management~~and/or through agreements; with homeowners’ associations (HOAs), ensuring seamless operations and a high standard of service. ● ~~manage~~Bookings: Managing short-term ~~unit~~and ~~rentals~~long-term ofbookings ~~sold~~for ~~and~~ unsold ~~inventory~~units at the resorts we own or manage, as well as for units sold to third parties who retain the Company or one of its affiliates to provide such services for a fee, offering high-quality accommodations and experiences for vacationers and travelers.

~~The~~We believe ~~Casamora~~these ~~Awaysis~~revenue ~~development,~~streams ~~our~~will ~~first~~collectively ~~property,~~support ~~has~~our ~~started~~growth ~~its~~strategy ~~hospitality operations~~ and ~~has~~position ~~commenced~~us ~~sales~~as ~~operations~~a onunique orplayer ~~about~~in ~~June~~the 1,resort ~~2023~~and hospitality market.

As development of ~~June~~the ~~30, 2024,~~ Awaysis ~~has~~Casamora aAssets ~~total~~progresses, ofand ~~six~~more units ~~available for rent. Four of these units consist of Company owned villas. The Company maintains a rental agreement with the owners of the other two units, both of which~~ are aexpected ~~part~~to ofbecome ~~the Company’s rental pool. Awaysis has also entered into a one-year lease agreement~~available, ~~effective~~increased ~~April~~hospitality ~~1, 2024, on a three bedroom condominium located~~operations inare ~~the~~expected ~~commercial~~over ~~building adjacent to~~ the ~~Casamora~~coming ~~Resort Property~~months. ~~This unit has been listed for sale.~~

AsIn September 2024, the Company entered into leases for the temporary renting out of ~~June~~the ~~30,~~two ~~2024,~~commercial wespaces ~~estimate~~that ~~approximately~~do ~~$3,000,000~~not infit ~~construction~~into ~~cost~~the ~~projections~~Company’s overall plans for the ~~remaining~~Casamora ~~portions~~ resort, generating revenue of ~~the~~$16,000 ~~Casamora~~per ~~property.~~month Asin ~~development~~the ~~progresses~~aggregate. Additionally, ~~and~~as ~~more~~of ~~units~~May ~~are~~2025, ~~expected~~the toCompany is ~~become~~leasing ~~rentable~~a three bedroom, wetwo ~~expect~~bath anunit ~~increased~~for in$2,500 ~~hospitality revenues~~per month.

~~In September 2024 the Company entered into leases for the renting out of commercial space at Casamora, enabling an~~Development ~~increase in rental income of $16,000 per month in the aggregate.~~Activities

~~Inventory~~We commenced developing resorts in Belize and ~~Development~~intend ~~Activities~~to expand into other emerging resort markets as funds allow, including building additional phases at existing resorts, including re-acquiring inventory from owners in default and in the open market and sourcing other real estate assets from third parties.

WeOur ~~intend~~development toactivities ~~acquire~~involving the acquisition of real estate ~~assets~~are expected to ~~develop~~be ~~into~~followed by construction or renovation to create integrated resorts, ~~starting~~under inthe ~~Belize~~“Awaysis” banner and ~~then~~brand. ~~expand~~These ~~into~~development ~~other~~activities, ~~resort~~and ~~markets~~the asrelated ~~funds~~management ~~allow~~of construction activities, ~~including~~are ~~building~~expected ~~additional~~to ~~phases~~be atperformed ~~existing~~by ~~resorts,~~us ~~including~~as ~~re-acquiring~~developers ~~inventory~~and ~~from~~under ~~owners~~a incost ~~default~~plus construction contract with R&B Construction Company Limited or other construction companies. The development and inconstruction of the ~~open~~resorts ~~market~~ require a large upfront investment of capital and ~~sourcing~~can take ~~other~~several ~~real~~years ~~estate~~to ~~assets~~complete ~~from~~in ~~third~~the ~~parties~~case of a ground-up or partially completed project.

Our development activities involving the acquisition of real estate are expected to be followed by construction or renovation to create integrated resorts under the “Awaysis” banner and brand. These development activities, and the related management of construction activities, are expected to be performed by us as developers and under a cost-plus construction contract with other construction companies. The development and construction of the resorts require a large upfront investment of capital and can take several years to complete in the case of a ground-up or partially completed project.11

On March 24, 2022, we executed a non-binding letter of intent with Chial Mountain Ltd., an affiliate of Michael Singh, our Chairman and CEO. Subject to the terms and conditions of a definitive purchase agreement we expect that we will enter into among the parties, we intend to acquire approximately thirty-five villas consisting of an estimated 59,000 sq. ft. located in Cayo, Belize, for an aggregate purchase price of approximately $5,500,000 payable in a combination of cash and shares of our Common Stock (the “Chial Acquisition”). We can make no assurances that the Chial Acquisition will ever be consummated.

On August 10, 2023, we executed a non-binding letter of intent with W2 Enterprises S.R.L. Subject to the terms and conditions of a definitive purchase agreement we expect that we will enter into among the parties, we intend to acquire approximately thirty-eight units consisting of an estimated 44,527 sq. ft. located in Cabarete, Dominican Republic, for an aggregate purchase price of approximately $1,500,000 payable in a combination of cash and shares of our Common Stock (the “La Bocca Acquisition”). We can make no assurances that the La Bocca Acquisition will ever be consummated.

On January 4, 2024, we executed a non-binding letter of intent with Boca Chica Resorts Limited. Subject to the terms and conditions of a definitive purchase agreement we expect that we will enter into among the parties, we intend to acquire approximately 126 units consisting of an estimated 286,312 sq. ft. located in San Pedro, Belize, for an aggregate purchase price of approximately $42,000,000 payable in a combination of cash and shares of our Common Stock (the “La Sirene Acquisition”). We can make no assurances that the La Sirene Acquisition will ever be consummated.

Marketing and Sales Activities

Our planned marketing and sales activities are expected to be based on targeted direct marketing and a highly personalized sales approach. We intend to use targeted direct marketing to reach potential purchasers of units or sell through a licensed distribution network of both in-market and off-site sales centers. Our products are expected to be marketed for sale orglobally, ~~rent~~to ~~globally.~~the extent local law permits. We intend to offer owner financing up to 50% of the price of the units. In its current form, the offering of owner financing allows a buyer to pay a minimum of 50% of the purchase price at closing. The remaining balance is to be paid off by giving a mortgage to Awaysis that is registered on title at an interest rate that is slightly higher than commercially available interest rates and amortized over five, ten or twenty-five years where the buyer agrees to make monthly payments to Awaysis until the term is complete and the balance is paid in full. To the extent we are retained by unit owners to manage bookings of their units, and for units we own, we intend to market for short or long term bookings on travel and booking sites such as Travelocity, Bookings.com and Airbnb, in addition to our website.

Resort Management Activities

Resort Management

For each ~~resort~~of ~~property~~our weresort ~~acquire and develop~~properties, we intend for Awaysis Capital, LLC, our wholly owned management company subsidiary, to enter into a ~~management~~ management agreement. The management company is expected to ensure that the resorts are well-maintained and financially stable, and the services provided are expected to include day-to-day operations of the resort, maintenance of the resort, preparation of reports, budgets and projections and employee training and oversight. The management agreements are expected to provide for a cost-plus management fee, which means we would generally earn a fee over and above the cost to operate the applicable resort. As a result, the management fees we expect to earn would be predictable, unlike traditional revenue-based hotel management fees, and our management fees generally would be unaffected by changes in ~~rental~~rates ~~rate~~ or occupancy. We also expect to be reimbursed for the costs incurred to perform our management services, principally related to personnel providing on-site services.

~~Rental~~Short ofand ~~Available~~Long ~~Inventory~~Term Bookings

We intend to ~~rent~~offer short-term and long-term booking options for unsold ~~inventory~~units at our resorts as well as to ~~rent~~manage ~~inventory~~short ~~that~~and islong term bookings of units sold onto ~~behalf~~third ofparties for a fee if the owners elect to avail themselves of these services. By using our websites and other direct booking channels ~~to rent available inventory~~, we intend to be able to reach potential new customers and introduce them to our resorts. ~~Inventory~~These ~~rentals~~options would allow us to ~~utilize~~generate ~~otherwise~~revenues ~~unoccupied~~through ~~inventory~~the tomanagement ~~generate~~fees ~~additional~~and ~~revenues~~from ~~and~~the provision of ancillary services. Weat ~~expect~~the ~~that~~resorts weto ~~will~~the ~~earn a fee from rentals of third-party inventory. Additionally~~customers, ~~we intend to provide ancillary~~such ~~offerings~~as ~~including~~ food and beverage, retail, and spa offerings at our ~~planned~~ resorts.

Competition

The resort and hotel industry are highly competitive and comprised of several national and regional companies that develop, finance and operate resorts and hotels.

Our ~~planned~~ business will compete with other entities engaged in the leisure and vacation industry, including resorts, hotels, cruises, and ~~other~~ other accommodation alternatives, such as condominium and single-family home rentals. We also intend to compete with home and apartment ~~sharing~~ sharing services that operate websites that market available privately-owned residential properties that can be rented on a nightly, weekly, or monthly basis. In certain markets, we may compete with timeshare operators, and it is possible that other potential competitors ~~may~~ may develop properties near our resort locations once acquired, developed, and marketed.

Our ~~planned~~ business will also compete with the virtually thousands of other hotels, resorts and timeshare operators vying for vacation travelers’, in all cases based principally on location, quality of accommodations, price, service levels and amenities, financing terms, quality of service, terms of property use, reservation systems, flexibility, as well as brand name recognition and reputation. We also compete for property acquisitions and partnerships with entities that have similar ~~investment~~business and development objectives to us.

We believe that, in the competitive industry in which we intend to operate, trademarks, service marks, trade names and logos are very important to the marketing and sales of products. While we have trademarked the name and logo “Awaysis”, which we believe is compelling, it is a new brand and there are many other trademarks, service marks, trade names and logos that have much greater brand identification.

There is also significant competition for talent at all levels within the industry, especially in sales and management.

Seasonality and Cyclicality

We expect to experience seasonality in the ~~rental~~short- and long-term bookings segment of our planned business, with stronger revenue generation during traditional vacation periods for those expected locations. Our business of selling units may be moderately cyclical as the demand for vacation units for sale is affected by the availability and cost of financing for purchasers, as well as general economic conditions and the relative health of the travel industry.

8Supply Chains

While we have not experienced material supply chain disruptions or issues since we commenced construction on Awaysis Casamora, in general supply chain disruptions and the cost of materials, parts and labor have progressively increased and may continue to do so over the long-term. Our construction projects, including renovations and/or maintenance, are a routine and necessary part of our business. We may incur costs for these projects or routine maintenance at our properties that exceeds our original estimates due to increased costs for materials or labor or other costs that we do not anticipate. We also may be unable to complete our development projects on schedule due to supply chain disruptions or labor shortages.

Government Regulation

Our proposed business is subject to various international, national, federal, state, and local laws, regulations and policies in jurisdictions in which we intend to operate. Some laws, regulations and policies would impact multiple areas of our business, such as securities, anti-discrimination, anti-fraud, data protection and security and anti-corruption and bribery laws and regulations or government economic sanctions, including applicable regulations under the U.S. Treasury’s Office of Foreign Asset Control and the U.S. Foreign Corrupt Practices Act (“FCPA”). The FCPA and similar anti-corruption and bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or generating business. Other laws, regulations and policies primarily affect one of our areas of business: real estate development activities; marketing and sales activities; financial services activities; and resort management activities. We will continue to be subject to applicable new legislation, rules and regulations that have been proposed, or may be proposed, by federal, state and local authorities relating to the origination, servicing and securitization of mortgage loans.

Real Estate Development Regulation

Our planned real estate development activities are regulated under a number of different statutes in the jurisdictions we intend to operate, including Belize. We would generally be subject to laws and regulations typically applicable to real estate development, subdivision, and construction activities, such as laws relating to zoning, land use restrictions, environmental regulation, accessibility, title transfers, title insurance and taxation. In Belize, these include the equivalent to the U.S. Americans with Disabilities Act ~~of 1990~~ and the Accessibility Guidelines promulgated thereunder. In addition, we may be subject to laws in some jurisdictions that impose liability on property developers for construction defects discovered or repairs made by future owners of property developed by the developer.

Marketing and Sales Regulation

Our marketing and sales activities are expected to be highly regulated. A wide variety of laws and regulations govern our marketing and sales activities, including regulations implementing the USA PATRIOT Act, Foreign Investment In Real Property Tax Act, the Federal Interstate Land Sales Full Disclosure Act and fair housing statutes, U.S. Federal Trade Commission (“FTC”) and state “Little FTC Act” and other regulations governing unfair, deceptive or abusive acts or practices including unfair or deceptive trade practices and unfair competition, state attorney general regulations, anti-fraud laws, prize, gift and sweepstakes laws, real estate, title agency or insurance and other licensing or registration laws and regulations, anti-money laundering, consumer information privacy and security, breach notification, information sharing and telemarketing laws, home solicitation sales laws, tour operator laws, lodging certificate and seller of travel laws and other consumer protection laws.

We expect that we must obtain the approval of numerous governmental authorities for our planned marketing and sales activities. Changes in circumstances or applicable law may necessitate the application for or modification of existing approvals.

Resort Management Regulation

Our planned resort management activities are expected to be subject to laws and regulations regarding community association management, public lodging, food and beverage services, liquor licensing, labor, employment, health care, health and safety, accessibility, discrimination, immigration, gaming, and the environment (including climate change).

Environmental Matters

We expect to be subject to certain requirements and potential liabilities under various U.S. federal, state and local and foreign environmental, health and safety laws and regulations and incur costs in complying with such requirements. These laws and regulations govern actions including air emissions, the use, storage and disposal of hazardous and toxic substances, and wastewater disposal. In addition to investigation and remediation liabilities that could arise under such laws, we may also face personal injury, property damage, fines, or other claims by third parties concerning environmental compliance or contamination. We expect to use and store hazardous and toxic substances, such as cleaning materials, pool chemicals, heating oil and fuel for back-up generators at some of our planned facilities, and we expect to generate certain wastes in connection with our planned operations. We may, from time to time, be responsible for investigating and remediating contamination at some of our developed facilities, such as contamination that has been discovered when we have removed underground storage tanks, and we could be held responsible for any contamination resulting from the disposal of wastes that we generate, including at locations where such wastes have been sent for disposal. In some cases, we may be entitled to indemnification from the party that caused the contamination pursuant to our management, construction, or renovation agreements, but there can be no assurance that we would be able to recover all or any costs we incur in addressing such problems. From time to time, we may also be required to manage, abate, remove, or contain mold, lead, asbestos-containing materials, radon gas or other hazardous conditions found in or on our planned properties.

Human Capital

Currently, we have ~~four~~21 ~~full-time~~ employees, including our executives. We presently do not have pension, health, annuity or, insurance; however, we intend to adopt some or all of such employee benefits in the future. There are presently no personal benefits available to any officers, directors, or employees. Our employees are all based in the United States, at our office located in Miramar, Florida. These employees oversee day-to-day operations of the Company. As required, we also engage consultants to provide services to the Company both in the U.S. and Belize, including real estate, regulatory, legal and corporate services. We are subject to labor laws and regulations that apply to our locations in the U.S. and Belize. These laws and regulations principally concern matters such as pensions, paid annual vacation, paid sick days, length of the workday and work week, minimum wages, overtime pay, insurance for work-related accidents, severance pay and other conditions of employment. We have no unionized employees.

We believe we are able to attract and retain top talent by creating a culture that challenges and engages our employees, offering them opportunities to learn, grow and achieve their career goals.

We believe that we provide competitive compensation for our employees. We may also offer annual bonuses and stock-based compensation for eligible employees.

We aim to provide our employees with advanced professional and development skills, so that they can perform effectively in their roles and build their capabilities and career prospects for the future.

We strive to encourage a diversity of views and to create an equal opportunity workplace.

Where You Can Find More Information

Our website address is https://awaysisgroup.com. Information on our website is not incorporated by reference herein.

Risk Factors

We are subject to various risks that could materially and adversely affect our business, financial condition, results of operations, liquidity, and stock price. You should carefully consider the risk factors discussed below, in addition to the other information in this Annual Report on Form 10-K. Further, other risks and uncertainties not presently known to management or that management currently deems less significant also may result in material and adverse effects on our business, financial condition, results of operations, liquidity, and stock price. The risks below also include forward-looking statements; and actual results and events may differ substantially from those discussed or highlighted in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

We are a development stage company with a limited operating history and have not yet achieved profitability, making it difficult for you to evaluate our business and your investment.

Our operations are subject to all of the risks inherent in the establishment of a new business enterprise, including but not limited to the absence of an operating history, lack of fully-developed or commercialized properties, insufficient capital, limited assets, expected substantial and continual losses for the foreseeable future, limited experience in dealing with regulatory issues, lack of marketing experience, need to rely on third parties for the development and commercialization of our proposed properties, a competitive environment characterized by well-established and well-capitalized competitors and reliance on key personnel.

We may not be successful in carrying out our business objectives. The revenue and income potential of our business and operations are unproven as the lack of operating history makes it difficult to evaluate the future prospects of our business. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. We have incurred net losses since our inception. Accordingly, we have no track record of successful business activities, strategic decision-making by management, fund-raising ability, and other factors that would allow an investor to assess the likelihood that we will be successful in our business. There is a substantial risk that we will not be successful in fully implementing our business plan, or if initially successful, in thereafter generating material operating revenues or in achieving profitable operations.

1015

~~Since~~We ~~inception of our new business model, we~~ have ~~not~~only recently established any material and recurring revenues or operations ~~that will provide financial stability in the long term or achieve profitability~~, and there can be no assurance that we will realize our plans on our projected timetable (or at all) in order to reach sustainable or profitable operations.

Investors are subject to all the risks incident to the creation and development of a new business and each investor should be prepared to withstand a complete loss of his, her or its investment. Furthermore, the accompanying financial statements have been prepared assuming that we will continue as a going concern. We have not emerged from the development stage and may be unable to raise further equity. Additionally, we have ~~not~~only recently commenced generated material and recurring revenues ~~to date~~, have sustained losses and have accumulated a significant deficit since our inception. As of June 30, ~~2023~~2025, we had cash of approximately $~~746~~220,~~000~~909 and total current liabilities of approximately $312,~~552~~010,~~000~~682. These factors raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments ~~that~~ that might result from the outcome of this uncertainty.

Even if we successfully develop and market our business plan, we may not generate sufficient or sustainable revenue to achieve or sustain profitability, which could cause us to cease operations and cause you to lose all of your investment. Because we are subject to these risks, you may have a difficult time evaluating our business and your investment in our Company.

We have incurred net losses to date, we anticipate that we will continue to incur significant losses for the foreseeable future, and even as if we ~~were~~commence togenerating ~~generate~~material and recurring revenue, we may never achieve or maintain profitability.

During the fiscal years ended June 30, ~~2024~~ 2025, and ~~2023~~2024, we recognized a net loss of $72,~~093~~724,~~476~~941 and $47,~~295~~056,~~446~~911, respectively. We had an accumulated deficit as of June 30, ~~2024~~ 2025, and ~~2023~~2024 of $1215,~~642~~331,~~933~~309 and $512,~~549~~606,~~457~~368, respectively. We expect to incur significant losses for the foreseeable future as we continue to implement our business plan and acquire, develop and operate a range of hospitality properties. In the future, acquisition and development of such additional properties, together with anticipated general and administrative expenses, will likely result in the Company incurring further significant losses.

To become profitable, we must successfully implement our proposed business plan and strategies, either alone or in conjunction with possible collaborators. We may never have any significant recurring revenues or become profitable.

We are dependent on management. Failure to retain and recruit, or failure to manage succession of, key personnel could have an adverse impact on our future performance.

Our business is and will continue to be significantly dependent on our management team, including Michael Singh and Andrew Trumbach, our Co-CEOs. Our success depends upon the continued service of these directors and officers. The loss of any member of our management team ~~could~~ could have a materially adverse effect on ~~the~~our ~~Company~~business, financial condition and results of operations.

Our ability to attract, engage, develop and retain qualified and experienced employees at all levels, including in executive and other key strategic positions, is essential for us to meet our objectives. Competition among potential employers might result in increased salaries, benefits or other employee-related costs, or in our failure to recruit and retain employees which could have a materially adverse impact on our business operations, financial condition and results of operations.

Additionally, any failure to adequately plan for and manage succession of key management roles or the failure of key employees to successfully transition into new roles could have a material adverse effect on our business and results of operations. While we have employment arrangements with certain key executives, these do not guarantee the services of these executives will continue to be available to us.

Failure to properly estimate the risks, time and cost involved in a project or delays in completion may lead to cost overruns and affect our financial conditions and any profitability.

When determining the price to construct and develop its projects, we generally adopt a cost-plus pricing model after taking into account factors including, the nature, scale, complexity and location of the relevant project, as well as the estimated material, labor and equipment cost. As such, whether we are able to achieve our target profitability in any project is significantly dependent on our ability to accurately estimate and control these costs. The actual time taken and cost involved in implementing the construction and development of our project may be adversely affected by a number of factors, such as shortage or cost escalation of materials and labor, adverse weather conditions, accidents, and any other unforeseen problems and circumstances. As of the aforesaid factors may give rise to delays in completion of works or cost overruns, which in turn result in a lower profit margin or even a loss for a project, thereby materially and adversely affecting our financial condition, profitability or liquidity

Failure to properly estimate the risks, time and cost involved in a project or delays in completion may lead to cost overruns and affect our financial conditions and any profitability.

We are subject to significant accounts payable and other current liabilities.

We have accounts payable and accrued liabilities of approximately $655,994 million as of June 30, 2025. We also incur indebtedness from time to time to fund operations or acquire assets, such as recent loans from certain of our affiliates totaling in excess of $4.5 million. Our operations are not currently able to generate sufficient cash flows to meet our payable and other liabilities, which could reduce our financial flexibility, increase interest expenses, and adversely impact our operations. We have not historically generated sufficient cash flow from operations to enable us to repay indebtedness and to fund other liquidity needs. Such indebtedness could affect our operations in several ways, including the following:

●	a significant portion of our cash flows could be required to be used to service such indebtedness.

●	a high level of indebtedness could increase our vulnerability to general adverse economic and industry conditions.

●	any covenants contained in the agreements governing such outstanding indebtedness could limit our ability to borrow additional funds, dispose of assets, pay dividends and make certain payments.

●	a high level of indebtedness may place us at a competitive disadvantage compared to our competitors that are less leveraged and, therefore, our competitors may be able to take advantage of opportunities that our indebtedness may prevent us from pursuing.

●	debt covenants may affect our flexibility in planning for, and reacting to, changes in the economy and in our industry, if any; and

●	any ability to convert or exchange such indebtedness for equity in the Company can cause substantial dilution to existing stockholders of the Company.

We may not have sufficient liquidity to repay certain outstanding promissory notes at maturity, which could result in the loss of properties and related assets securing those notes.

We have issued promissory notes to Michael Singh, our Co-CEO and his affiliate that are set to mature on November 30, 2025, with an aggregate outstanding principal balance of $4.5 million. If we are unable to repay these notes at maturity or extend the maturity date, our Co-CEO and his affiliate may have the right to accelerate the obligations and foreclose on the collateral securing such notes, which may include the properties we have acquired using the proceeds of these loans. In such event, we could lose control of strategic properties that are critical to our business operations.

Additionally, it is uncertain whether any foreclosure or transfer of ownership would take into account the improvements we have made to such properties since acquisition, or whether we would be entitled to any reimbursement for capital expenditures or development costs. The loss of these properties and the potential impairment of related investments could have a material adverse effect on our business, financial condition, and prospects.

The expansion of our operations can have a significant impact on our profitability.

We intend on expanding our business through the acquisition, development, maintenance, and ~~maintenance~~operation of ~~real~~residential/resort ~~estate assets~~properties. Any expansion of operations that we may undertake will entail risks, such actions may involve specific operational ~~activities~~and management activities which may negatively impact our profitability. Consequently, investors must assume the risk that (i) such expansion may ultimately involve expenditures of funds beyond the resources available to us at that time, and (ii) management of such expanded operations may divert management’s attention and resources away from our existing operations, all of which may have a material adverse effect on our present and prospective business activities.

Our financial success is dependent on general economic conditions.

Our financial success may be sensitive to adverse changes in general economic conditions in the United States, Belize and any other jurisdiction in which our ~~assets~~resort properties are or may be located, such as recession, inflation, unemployment, geopolitical situations, and interest rates. Such changing conditions could reduce demand in the marketplace for our ~~planned~~hospitality ~~real~~and ~~estate~~resort ~~portfolio~~services. We have no control over these changes.

Our operating results are subject to significant ~~fluctuations~~fluctuation based on seasonality and other factors.

Our operating results may fluctuate significantly from period to period as a result of a variety of factors, including purchasing patterns of customers, competitive pricing, debt service and principal reduction payments, and general economic conditions. ~~Consequently~~Additionally, we expect to experience seasonality in the segments of our business that rely on short-term and long-term bookings, with stronger revenue generation ~~revenues~~during traditional vacation periods for those expected locations. The portion of our business of selling units may ~~vary~~be moderately cyclical as the demand for vacation units for sale is affected by ~~quarter~~the availability and cost of financing for purchasers, as well as general economic conditions and the relative health of the travel industry. Our operating results may vary on a quarterly basis and may fluctuate significantly in the future. Other factors may affect our operating results, some of which are beyond the control of management. Accordingly, we believe that quarter-to-quarter comparisons of our operating results may ~~experience~~not ~~fluctuations~~necessarily be meaningful, and investors should not place undue reliance on the results of any particular quarter as an indication of our future performance.

~~Our proposed objectives are capital intensive and subject to change.~~17

~~Our~~Risks ~~proposed~~Relating ~~business~~to ~~plans may change. Many of~~ our potential business endeavors are capital intensive and may be subject to statutory or regulatory requirements. Management reserves the right, at any time, to make significant modifications to the Company’s stated strategies depending on future events.Properties

11Our success will partially depend upon acquiring and redevelopment of hospitality properties in varying stages of development, and we may be unable to consummate acquisitions on advantageous terms, the acquired properties may not perform as expected, or we may be unable to efficiently develop or integrate new hospitality operations and properties into our existing operations.

~~There~~We isintend ato ~~limited~~acquire ~~trading~~hospitality ~~market~~operations ~~for~~and ~~our~~properties ~~common~~in ~~stock,~~varying stages of development which ~~could~~we ~~make~~would itthen ~~difficult~~re-develop, ~~for~~operate, ~~you~~maintain and manage. The acquisition of such properties entails various risks, including the risks that they may not perform as expected, that we may be unable to ~~liquidate~~integrate annew ~~investment~~hospitality inoperations and properties quickly and efficiently into our ~~common~~existing ~~stock,~~operations and that inthe cost estimates for the development of a ~~timely~~property ~~manner~~may prove inaccurate.

Our common stock is currently traded on the OTC Pink market. Because there is a limited public market for our common stock, you may not be able to liquidate your investment when you want. We cannot assure you that an active trading market for our common stock will ever develop. There is limited trading in our common stock, and we cannot assure you that an active public market for our common stock will ever develop. The lack of an active public trading market means that you may not be able to sell your shares of common stock when you want, thereby increasing your market risk. Until our common stock is listed on a national securities exchange, which we can provide no assurance, we expect that it will continue to be listed on the OTC Pink market. An investor may find it difficult to obtain accurate quotations as to the market value of the common stock and the trading of our common stock may be extremely sporadic. For example, several days may pass before any shares may be traded. A more active market for our common stock may never develop. In addition, if we failed to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling the common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital.

Our success will partially depend upon acquiring and redevelopment of hospitality properties in varying stages of development, and we may be unable to consummate acquisitions on advantageous terms, the acquired properties may not perform as expected, or we may be unable to efficiently develop or integrate assets into our existing operations.

We intend to acquire hospitality properties in varying stages of development which we would then re-develop, operate, maintain, sell, rent and/or manage. The acquisition of such properties entails various risks, including the risks that they may not perform as expected, that we may be unable to integrate assets quickly and efficiently into our existing operations and that the cost estimates for the development of a property may prove inaccurate.

Investors are reliant on management’s assessment, selection, and development of appropriate properties.

Our ability to achieve our current objectives is dependent upon the performance of our management team in the quality and timeliness of our acquisition and development of hospitality properties. Subject to requirements of applicable law, our stockholders are not expected to have an opportunity to evaluate the terms of transactions or other economic or financial data concerning any particular property we may acquire and re-develop. Investors must rely entirely on the decisions of the management team and the oversight of our principals.

WeOur ~~face~~profitability ~~significant~~may ~~competition~~be ~~that~~impacted ~~may~~by ~~increase~~delays ~~costs~~in the selection, acquisition and development of properties.

We may ~~will~~encounter ~~experience~~delays ~~significant~~in ~~competition~~the ~~from~~identification, ~~other~~acquisition ~~buyers~~ and ~~sellers~~ development of ~~real~~properties ~~estate~~that ~~and~~could ~~other~~adversely ~~real~~affect ~~estate~~our ~~hospitality projects~~profitability. We ~~Competition~~ may ~~have~~experience ~~the~~delays ~~effect~~in ofidentifying ~~increasing our acquisition costs, making it more difficult to identify and close on the acquisition of desirable real estate~~ properties, ~~and~~that ~~decrease~~satisfy ~~the~~ideal ~~sales~~purchase ~~price or lease rates of developed assets~~parameters.

Our ~~profitability~~business ~~may~~is beaffected ~~impacted~~ by ~~delays~~macroeconomic inconditions, ~~the~~including ~~selection,~~rising ~~acquisition~~inflation, interest rates and ~~development~~supply ofchain ~~properties~~constraints.

WeVarious ~~may~~macroeconomic ~~encounter~~factors ~~delays~~could adversely affect our business and the results of our operations and financial condition, including changes in inflation, interest rates and overall economic conditions and uncertainties such as those resulting from the ~~selection~~current and future conditions in the global financial markets. For instance, ~~acquisition~~rising interest rates could impact our net income. Recent supply chain constraints have led to higher inflation, which, if sustained, could have a negative impact on our resort development and operations. Furthermore, it could create unexpected renovation or maintenance costs or delays and/or could impact our development ofprojects, ~~properties~~any ~~that~~of which could adversely impact ~~affect~~our results of operations. If inflation or other factors were to significantly increase our ~~profitability~~business costs, our ability to grow our business could be negatively affected. WeCurrent ~~may~~capital market conditions, including the impact of inflation, have increased borrowing ~~experience~~rates ~~delays~~(even inas ~~identifying~~they ~~properties~~have ~~that~~come ~~satisfy~~down ~~ideal~~to ~~purchase~~some ~~parameters~~extent) and can be expected to increase our cost of capital and also affect our ability to raise capital on favorable terms, or at all, in order to fund our operations.

Supply chain disruptions could create unexpected renovation or maintenance costs or delays and/or could impact our development projects, any of which could adversely impact our results of operations.

Supply chain disruptions and the cost of materials, parts and labor have progressively increased, and may continue to do so over the long-term. Our construction projects, including renovations and/or maintenance are a routine and necessary part of our business. We may incur costs for these projects or routine maintenance at our properties that exceeds our original estimates due to increased costs for materials or labor or other costs that we do not anticipate. We also may be unable to complete our development projects on schedule due to supply chain disruptions or labor shortages.

Our properties may be subject to environmental laws and regulations that have the potential to impose liability.

Under various local environmental laws, ordinances, and regulations, a current or previous owner or operator of real property may be liable for the cost of removal or remediation of hazardous or toxic substances on, under or in such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require expenditures. Environmental laws provide for sanctions in the event of non-compliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. In connection with the acquisition and ownership of its properties, we may be potentially liable for such costs. The cost of defending against claims of liability, complying with environmental regulatory requirements or remediation of any contaminated property could have a materially adverse effect on our business, assets or results of operations.

We may be unable to sell a property if or when we decide to do so, including as a result of uncertain market conditions, which could adversely affect our ability to respond to market conditions.

Although we expect to develop, operate, manage and hold the various properties we acquire as part of our business plan, there may be times when it would be appropriate to instead sell or otherwise divest one or more properties. Our ability to dispose of properties on advantageous terms depends on factors, some of which are beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of the properties acquired. We cannot predict the various market conditions affecting real estate and hospitality properties which will exist at any particular time in the future. Due to the uncertainty of market conditions, which may affect the future disposition of the properties acquired, we cannot assure our shareholders that we will be able to sell such properties at a profit in the future. Furthermore, we may be required to expend funds to correct defects or to make improvements to our ~~real estate assets and~~ hospitality properties if we otherwise would want to dispose of a property but the market to do so is not positive. Funds may not be available to correct such defects or to make such improvements. In acquiring a property, we may agree to restrictions that prohibit the sale of that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. These provisions would restrict our ability to sell a property.

~~We may not succeed in creating a portfolio enclave strategy.~~18

We ~~believe that the acquisition of assets will be critical to our ability to enter new emerging markets and build~~ ~~local~~may ~~market~~not ~~density.~~succeed ~~This~~in ~~strategy is expected to contribute to our ability to grow sales and rental revenues and increase profitability over time. In order to build on this concept of~~ creating a vacation-remote work enclave communities, we must be able to identify and maintain a pipeline of locally managed vacation homes and condominiums in new and emerging markets. We have had initial success in identifying existing shovel ready resorts and vacation properties by giving developers and owners an exit strategy ~~and providing market and developmental expertise to reposition the acquired assets to maximize revenues, but that may not continue~~. Our ability to maintain this momentum depends on our ability to provide a unique travel experience to both owners and guests and to be able to consistently generate income to the residence owners. Our ability to provide this level of income and expectations are likely to be partially dependent on the labor cost of our local markets and our ability to hire teams for a diversity of roles at a reasonable cost given the constraints of each particular local market environment.

We believe that the acquisition of hospitality properties for redevelopment will be critical to our ability to enter new emerging markets and build local market density. This strategy is expected to contribute to our ability to grow revenues and increase profitability over time. In order to build on this concept of creating vacation-remote work enclave communities, we must be able to identify and maintain a pipeline of locally managed vacation homes and condominiums in new and emerging markets. We have had initial success in identifying existing shovel ready resorts and vacation properties by giving developers and owners an exit strategy and providing market and developmental expertise to reposition the acquired assets to maximize revenues, but that may not continue. Our ability to maintain this momentum depends in part on our ability to provide a unique and consistent experience to both owners of individual units and guests, which has not been proven due to our early stage of operations.

Our properties may be subject to liabilities or other problems.

We intend to perform certain due diligence for each property or other real estate related asset that we acquire. We will also seek to obtain appropriate representations and indemnities from sellers with respect to such properties. We may, nevertheless, acquire properties that are subject to uninsured liabilities or that otherwise have problems. In some instances, we may have only limited or perhaps even no recourse for any such liabilities or other problems or, if we received indemnification from a seller, the resources of such seller may not be adequate to fulfill its indemnity obligation. As a result, we could be required to resolve or cure any such liability or other problems, and such payment could have an adverse effect on our cash flow available to meet other expenses or to make dividend payments to shareholders.

The failure to successfully execute and integrate properties that support our business model could adversely affect our growth rate and consequently our revenues and results of operations.

We expect that we may acquire multiple properties for development or redevelopment at any given time, from time to time. If we are not able to consummate these acquisitions, it could negatively impact our projected growth rate, revenue results, results of operations and the trading prices of our ~~common~~Common ~~stock~~Stock. Furthermore, such transactions involve a number of financial, accounting, operational, legal, compliance and other risks and challenges, any of which could negatively affect our projected growth rate revenue results, results of operations and the trading price of our ~~common~~Common ~~stock~~Stock and may have a material adverse effect on our business, results of operations and financial condition.

There are significant risks associated with “value-add” and properties in need of re-positioning.

Our targeting of financially distressed properties (and, in some cases, raw land) to develop into Awaysis-branded resort communities is expected to result in our owning properties which are partially leased or completely vacant and thus not generating positive cash flow (or any cash flow). Similarly, under-performing and value-add properties that we are targeting may experience unanticipated delays in, or increases of the cost to improve or reposition those properties that may be beyond our control. There is no assurance we will be successful in in stabilizing such properties given the significant number of factors beyond our control, including general or local economic conditions and local market demand that may come into play, which could materially adversely affect our results of operations and financial condition.

Uninsured losses relating to real property may adversely affect our performance.

We will attempt to ensure that all of our properties are comprehensively insured (including liability, fire, storm and extended coverage) in amounts sufficient to permit replacement in the event of a total loss, subject to applicable deductibles. However, in the event such insurance is not sufficient, or if we do not have a sufficient external source of funding to repair or reconstruct a damaged property our results of operations and financial condition could be adversely affected. There can be no assurance that any such source of funding will be available to us for such purposes in the future.

Competition for real property to grow our business may increase costs and reduce returns.

We will experience significant competition for ~~real~~hospitality ~~property~~assets and ~~other~~projects ~~hospitality assets~~ from individuals, corporations, banks, ~~and~~ insurance company investment accounts, as well as ~~other~~hotel and resort operators, real estate limited partnerships, real estate investment funds, commercial developers, pension plans, institutional and foreign investors and entities engaged in real estate investment activities., among others. We will compete against other potential purchasers, managers, and developers of resort-style properties. ~~and,~~We asbelieve athat ~~result of~~competition ~~the~~for ~~weakened~~these ~~world~~properties ~~economy,~~will ~~there~~increase ~~is greater competition~~ for the properties of the type we seek to ~~acquire~~develop. ~~Some~~Many of these competing entities ~~may~~ have greater financial and other resources allowing them to compete more effectively. This competition may result in us paying higher prices to acquire potential resort and hospitality properties than we otherwise would, ormaking weit more difficult to identify and close on the acquisition of desirable properties. We may be unable to acquire properties that we believe meet our business objectives from time to time.

In addition, our properties may be located close to properties that are owned by competitors. These competing properties may be better located and more suitable for desirable tenants or customers than our properties, resulting in a competitive advantage for these other properties. We may face similar competition from other properties that may be developed in the future. This competition may limit our ability to sell units and/or rent and manage such units, increase our costs of securing such purchasers or renters, and limit our ability to charge higher prices or rents and/or require us to make capital improvements we otherwise might not make to our properties. As a result, we may suffer reduced cash flow with a decrease in share price and/or the ability to provide dividends.19

~~Environmental~~In ~~regulations~~addition, our resorts may be located close to resorts that are owned by competitors. These competing resorts may be better located and more ~~issues~~suitable for our target demographics than our resorts, ~~certain~~resulting in a competitive advantage for these other resorts. We may face similar competition from other resorts that may be developed in the future. This competition may limit our ability to sell units and/or manage such units, increase our costs of ~~which~~securing such purchasers or customers, and limit our ability to charge higher prices or fees and/or require us to make capital improvements we ~~may~~otherwise ~~have~~might nonot ~~control~~make ~~over~~to our resorts. As a result, we may ~~adversely~~suffer ~~impact~~reduced ~~our~~cash ~~business~~flow with a decrease in share price and/or the ability to provide dividends.

~~Federal,~~Environmental ~~state, and local laws and~~ regulations ~~impose environmental controls, disclosure rules~~ and ~~zoning restrictions which directly impact the management~~issues, ~~development,~~certain ~~use, and/or sale~~ of ~~real~~which ~~estate.~~we ~~Such laws and regulations tend to discourage sales and leasing activities and mortgage lending with respect to some properties, and~~ may ~~therefore~~have ~~adversely~~no ~~affect~~control ~~us specifically~~over, ~~and the real estate industry in general. Failure to uncover and adequately protect against environmental issues~~ may ~~subject us~~potentially toimpose liability ~~as the buyer of such property or asset. Environmental laws~~ and ~~regulations~~adversely ~~impose~~impact ~~liability~~our ~~on current or previous real property owners or operators for the cost of investigating, cleaning up or removing contamination caused by hazardous or toxic substances at the property~~business.

Federal, state, and local laws and regulations impose environmental controls, disclosure rules and zoning restrictions which directly impact the management, development, use, and/or sale of real estate. Such laws and regulations tend to discourage sales and leasing activities and mortgage lending with respect to some properties, and may therefore adversely affect us specifically, and the real estate industry in general. Failure to uncover and adequately protect against environmental issues may subject us to liability as the buyer of such property. Environmental laws and regulations impose liability on current or previous real property owners or operators for the cost of investigating, cleaning up or removing contamination caused by hazardous or toxic substances at the property.

We may be held liable for such costs as a subsequent owner and developer of such property. Liability can be imposed even if the original actions were legal, and we had no knowledge of the presence of hazardous or toxic substances.

We may also be held responsible for the entire payment of the liability if we are subject to joint and several liabilities and the other responsible parties are unable to pay. Further, we may be liable under common law to third parties for damages and injuries resulting from environmental contamination emanating from the site, including the presence of asbestos containing materials. Insurance for such matters may not be available. Additionally, new or modified environmental regulations could develop in a manner which could adversely affect us.

The cost of defending against claims of liability, complying with environmental regulatory requirements or remediation of any contaminated property could have a materially adverse effect on our business, assets or results of operations.

Real estate may develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing as exposure to mold may cause a variety of adverse health effects and symptoms, including allergies or other reactions.

As a result, the presence of significant mold at any of our properties could require us to undertake a costly remediation program to contain or remove the mold from the affected property. In addition, the presence of significant mold could expose us to liability from its tenants, employees of such tenants and others if property damage or health concerns arise.

1420

Terrorist attacks or other acts of violence or war may adversely affect our industry, operations, and profitability.

Terrorist attacks or other acts of violence or war may harm our results of operations. There can be no assurance that these attacks or armed conflicts, whether international or domestic, will not occur. These attacks or armed conflicts may directly or indirectly impact the value of the property we own or that secures our loans. Losses resulting from these types of events may be uninsurable or not insurable to the full extent of the loss suffered. Moreover, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the United States and worldwide financial markets and economy. These attacks or armed conflicts could also result in economic uncertainty in the United States or abroad. Adverse economic conditions resulting from terrorist attacks or other acts of violence or war could reduce demand for space in our properties due to the adverse effect on the economy and thereby reduce the value of our properties.

Our international operations subject us to additional costs and risks, which could adversely affect our business, financial condition, and results of operations.

We expect that, initially, all of the resorts we develop, operate and manage will be outside of the United States. Our growth strategy depends, in part, on continued international operations.

International sales and operations are subject to a number of risks, including the following:

●	greater difficulty in enforcing contracts and managing collections in countries where our recourse may be more limited, as well as longer collection periods;

●	higher costs of doing business internationally, including costs incurred in establishing and maintaining office space and equipment for international operations;

●	differing labor regulations;

●	challenges inherent to efficiently recruiting and retaining talented and capable employees in foreign countries and maintaining company culture and employee programs;

●	fluctuations in exchange rates between the U.S. dollar and foreign currencies in markets where we do business;

●	management communication and integration problems resulting from language and cultural differences and geographic dispersion;

●	costs associated with language localization of our operations;

●	risks associated with trade restrictions and foreign legal requirements, including any importation, certification, and localization of our operations that may be required in foreign countries;

●	greater risk of unexpected changes in regulatory requirements, tariffs and tax laws, trade laws, export quotas, customs duties, treaties, and other trade restrictions;

●	costs of compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations, including, but not limited to data privacy, data protection, and data security regulations;

●	risks relating to the implementation of exchange controls, including restrictions promulgated by the OFAC, and other similar trade protection regulations and measures;

●	heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact our financial condition and result in restatements of, or irregularities in, financial statements;

●	the uncertainty of protection for intellectual property rights in some countries;

●	exposure to regional or global public health crises, and travel restrictions and other measures undertaken by governments in response to such crises;

●	general economic and political conditions in these foreign markets, including political and economic instability in certain regions;

●	foreign exchange controls or tax regulations that might prevent us from repatriating cash earned outside the United States;

●	risks associated with securing and complying with debt agreements relative to such foreign operations; and

●	double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate.

These and other factors could harm our ability to generate revenue outside of the United States and, consequently, adversely affect our business, financial condition, and results of operations.

We will be subject to risks related to the geographic locations of the properties we develop and manage.

~~We intend to acquire, develop or re-develop, maintain, operate and manage residential and resort vacation home communities.~~ If the hospitality markets or general economic conditions in the geographic areas in which we intend to operate declines, we may be delayed in completing development of our properties or revenues generated from these resort properties in these areas could decline. Any of these events could materially adversely affect our business, financial condition or results of operations.

We are subject to significant government regulations, which could adversely affect our business, financial condition, and results of operations.

We are subject to a number of U.S. federal and state and, with respect to our non-U.S. operations, foreign, laws and regulations that involve matters central to our business. These laws and regulations may involve privacy, data protection, security, rights of publicity, content regulation, intellectual property, competition, consumer protection, credit card processing, taxation, anti-bribery, anti-money laundering and corruption, economic or other trade prohibitions or sanctions or securities law compliance or other subjects. Many of these laws and regulations are still evolving and being tested in courts and could be interpreted and applied in a manner that is inconsistent from country to country or state to state and inconsistent with our current policies and practices and in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often are uncertain. The costs of complying with these laws and regulations are high and likely to increase in the future, particularly as the degree of regulation increases, our business grows, and our geographic scope expands. Further, the impact of these laws and regulations may disproportionately affect our business in comparison to our peers in the hospitality industry that have greater resources. Any failure on our part to comply with these laws and regulations may subject us to significant liabilities or penalties, or otherwise adversely affect our business, financial condition or operating results.

We are also subject to U.S. federal and state and foreign laws and regulations regarding privacy and data protection, including with respect to the storage, sharing, use, processing, transfer, disclosure, and protection of personal data. The potential effects of new and evolving legislation relating to privacy, data security, and data protection are far-reaching, create the potential for a patchwork of overlapping but different laws, and may require us to modify practices and policies, incur substantial costs and expenses in an effort to comply, or restrict our operations.

We take a variety of technical and organizational security measures and other measures designed to protect our data, including data pertaining to our employees, customers, service providers and consumers. Despite measures we put in place, we may be unable to anticipate or prevent unauthorized access to such data.

Non-compliance with any applicable laws and regulations could result in penalties or significant legal liability. Further, even the perception of such noncompliance may result in reputational damage, and our business may be seriously harmed. Although we take reasonable efforts to comply with all applicable laws and regulations, there can be no assurance that we will not be subject to regulatory action, including fines, in the event of an incident. We could be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, results of operations or financial condition.

Weather events, natural disasters and other events beyond our control could adversely affect our business.

Our business and operations could be materially and adversely affected in the event of earthquakes, floods, fires, inclement weather, other weather events, telecommunications failures, blackouts, or other power losses, break-ins, acts of terrorism, wars and other armed conflicts, political or geopolitical crises, public health crises, pandemics or endemics, or other catastrophic events. Our business would be especially adversely impacted if such events were to occur during peak vacation or travel periods.

While we generally consider potential risks related to weather as part of our operations strategy, we do not have a specific business continuity or disaster recovery plans in place. Even if we were to adopt such a plan, it may not adequately protect us from serious disasters and adverse impacts, including our ability or the ability of any of our resorts to remain operational during such events. In addition, climate change events could have an impact on critical infrastructure in the jurisdictions in which we operate or intend to operate, which has the potential to disrupt our business. During weather events we may be unable to maintain full operations in the affected area.

Further, if floods, fire, inclement weather including extreme rain, wind, heat, or cold, or accidents due to human error were to occur and cause damage to our properties, or if our operations were interrupted by telecommunications failures, blackouts, acts of terrorism, wars and other armed conflicts, political or geopolitical crises, or public health crises, our results of operations would suffer.

There may be several conflicts of interest that arise as we implement our business plan.

Certain of our officers and directors and our affiliates may engage, for their own account, or for the account of others, in other business ventures similar to ours or otherwise, and neither we nor any shareholder shall be entitled to any interest therein. Our management will devote only so much time to our business as is reasonably required. If a specific business venture becomes available, such person(s) may face a conflict in selecting between our business and his or her other business interests. We have not yet formulated a policy for the resolution of such conflicts. We will not share in the risks or rewards of such other ventures; however, such other ventures will compete for their time and attention, which might create other conflicts of interest. We do not at this time require our officers or directors to devote any particular amount of time to the Company. As a result, our business and results of operations could be materially adversely affected. We are buying certain assets in our portfolio from certain of our officers and directors. Even though these will be purchased with arms-length appraisals, there is still an inherent conflict between the roles of certain officers and/or directors acting and representing the sellers and buyers in the same transaction.

~~The~~Between ~~market~~November ~~price~~15, 2024, and ~~trading~~December ~~volume~~20, 2024, we borrowed an aggregate of $3,000,000 under a Secured Promissory Note dated December 1, 2024, as amended, as part of a planned committed line of credit with BOS Investment Inc., with the ability to borrow up to $5,000,000 in total. BOS Investment Inc. is an affiliate of Michael Singh, the Company’s Co-CEO. A portion of the loan proceeds was used for the acquisition of our ~~common~~Chial ~~stock~~resort ~~may~~property befrom ~~volatile~~another affiliate of Mr. Singh. The Company’s entry into this loan arrangement and line of credit presents a conflict of interest, as Mr. Singh is affiliated with both the lender and the borrower. This dual affiliation could require him to take actions on behalf of the lender that are adverse to the Company’s interests, which ~~may~~could materially adversely affect our ~~its market price~~business.

The ~~market~~aggregate estimated purchase price of ~~our~~the ~~common~~Chial ~~stock~~Reserve ~~could~~Assets bewas ~~subject~~$5,500,000, which was subsequently adjusted to ~~significant~~approximately ~~fluctuations~~$4,465,415 based ~~due~~on a third-party appraisal of the property consisting of: (i) $2,400,000 adjusted to ~~factors~~$2,378,137 ~~such~~in cash paid at closing; (ii) $1,500,000 secured promissory note, dated December 21, 2024 and as: amended on April 14, 2025, between the Company and Michael Singh, which bears no interest and has a maturity date on the earlier of August 31, 2025 or the up-listing of the Company to the NYSE American; and (iii) a $1,600,000 senior convertible promissory note dated December 20, 2024 adjusted to $587,278 to account for current approximate appraisal, between the Company and Michael Singh, as amended, bearing interest at 3.5% per annum and maturing on August 31, 2025. On August 30, 2025, the Company was granted a waiver of the impending maturity date. Following the waiver, the parties agreed to work in good faith to negotiate subsequent amendments to the promissory notes. On October 28, 2025, the Company and Mr. Singh further amended the promissory notes to extend the maturity date to the earlier of November 30, 2025 or the up-listing of the Company to the NYSE American.

●On May ~~actual~~21, or2025, ~~anticipated~~the ~~fluctuations~~Company inentered ~~our~~into ~~financial~~a ~~condition~~Convertible orPromissory ~~results~~Note ofwith ~~operations;~~Andrew ●Trumbach, the ~~success~~Company’s orCo-CEO ~~failure~~and ofCFO ~~our~~as ~~operating~~the lender, ~~strategies~~which memorialized a $150,000 loan and ~~our~~loan ~~perceived~~terms. ~~prospects;~~The ~~realization~~amount ofborrowed ~~any~~was ofprovided by Dr. Trumbach to the ~~risks~~Company ~~described~~on inApril ~~this~~10, 2025. ~~section;~~Interest ~~failure~~on tothe beLoan ~~covered~~is by12% ~~securities~~per ~~analysts~~annum, orpayable, ~~failure~~with tothe ~~meet~~principal and any and all fees, costs and expenses then due under the Note, ~~expectations~~on ofOctober ~~securities~~10, ~~analysts;~~2025. ●The anote ~~decline~~is inconvertible into the common stock ~~prices~~ of ~~peer~~the ~~companies;~~Company, ~~and~~in ●whole aor ~~discount~~ in ~~the~~part, ~~trading~~at ~~multiple~~the option of ~~our~~Dr. ~~common~~Trumbach at ~~stock~~any ~~relative~~time prior to ~~that~~the ofmaturity ~~common~~date, ~~stock~~at ofan ~~certain~~exercise price per share of ~~our~~$0.16. ~~peer~~The ~~companies~~maturity ~~due~~date toof ~~perceived~~the ~~risks~~note ~~associated~~was ~~with~~extended ~~our~~to ~~smaller~~November ~~size~~30, 2025.

AsTo acomply ~~result,~~with ~~shares~~certain oflegal ~~our~~formalities ~~common~~in ~~stock~~Belize, ~~may~~Mr. ~~trade~~Singh atand ~~prices~~Andrew ~~significantly~~Trumbach, ~~below~~ the ~~price~~Company’s ~~you~~Co-CEO ~~paid~~and toChief ~~acquire~~Financial ~~them. Furthermore~~Officer, ~~declines~~ ininitially ~~the~~formed ~~price~~and ofwere ~~our~~the ~~common~~sole ~~stock~~owners ~~may~~of ~~adversely~~Awaysis ~~affect~~Belize, ~~our~~before ~~ability~~transferring to100% ~~conduct~~of ~~future~~their ~~offerings~~ownership or to ~~recruit~~the ~~and~~Company ~~retain~~for ~~key~~nominal ~~employees, including our managing directors and other key professional employees~~consideration.

~~Your~~Although ~~interest~~these inassets uswere ~~may~~purchased bebased ~~diluted~~on ifarm’s-length weappraisals, ~~issue~~inherent ~~additional~~conflicts ~~shares~~remain due to certain officers and/or directors acting in dual roles as both representatives of ~~common~~the ~~stock~~seller and the buyer, or borrower and lender, in the same transaction.

InThe ~~general,~~units ~~shareholders~~we dooffer ~~not~~may ~~have~~be ~~preemptive~~subject ~~rights~~ to ~~any~~regulatory ~~common~~scrutiny ~~stock issued by us in the future. Therefore, shareholders may experience dilution of their equity investment if we issue additional shares of common stock in the future, including shares issuable~~ under ~~equity incentive~~federal ~~plans,~~ or ifstate ~~we issue~~ securities ~~that are convertible into shares of our common stock, which we intend to do~~laws.

~~The~~We ~~sale~~intend offrom time to time to sell individual units in our ~~Common~~resort ~~Stock~~properties ~~may~~to ~~cause~~third ~~its~~parties. ~~market~~These ~~price~~unit holders will be offered the right to ~~drop~~retain ~~significantly~~us to manage those units for short or long-term stays by tourists, ~~regardless~~in ofwhich case we will receive a fee from the ~~Company~~unit holder for any bookings we manage. We believe, based on applicable law and related guidance, including the SEC’s ~~performance~~framework under SEC Release No. 33-5347 and relevant case law, that the offer and sale of these units do not constitute an offer or sale of a “security” under the Securities Act of 1933, as amended, and therefore does not require registration or an exemption.

~~Any~~However, ~~future~~the ~~sale~~determination of ~~shares~~whether an interest constitutes an “investment contract” and therefore a security depends on facts and circumstances, including how the offering is structured and marketed and how unit purchasers view the opportunity. Additionally, there remains some degree of ~~our~~regulatory ~~Common~~uncertainty, ~~Stock~~particularly with respect to real estate offerings that include optional rental or income-generating features. Therefore, the SEC, a state regulator, or a court, could ~~have~~ultimately take a contrary view and determine that the ~~effect~~units ofwe ~~increasing~~offer should be treated as securities. If such a determination were made, we could be required to register the ~~volatility~~offering inof such units under the ~~trading~~Securities ~~price~~Act or applicable state securities laws, offer rescission rights to purchasers, pay fines or penalties, or otherwise become subject to enforcement or litigation. Any of these outcomes could have a material adverse effect on our ~~Common~~business, ~~Stock~~reputation, and financial condition.

~~The~~Risks ~~sale~~Related ~~of our Common Stock could also encourage short sales by market participants. Short selling is a method used~~ to ~~capitalize~~Being ~~on an expected decline in the market price of~~ a ~~security~~Public ~~and could depress the price of our Common Stock, which could further increase the potential for future short sales.~~Company

~~The~~We ~~Company~~will ~~cannot~~incur ~~predict~~increased ~~the~~costs ~~size~~as ofa ~~future~~result ~~issuances~~of oroperating ~~sales~~as ofa ~~our~~public ~~Common~~company ~~Stock~~listed oron ~~the~~NYSE ~~effect~~American, ~~if any, that future issuances~~ and ~~sales of~~ our ~~Common~~management ~~Stock~~ will ~~have~~devote ~~on its market price. Sales involving significant amounts of Common Stock, including issuances made in the~~substantial ~~ordinary~~and ~~course~~increased oftime ~~the~~to ~~Company’s~~comply ~~business,~~with orour ~~the~~public ~~perception~~company ~~that~~responsibilities ~~such sales could occur, may materially~~ and ~~adversely~~corporate ~~affect prevailing~~governance ~~market prices of our Common Stock~~practices.

15If we are listed on NYSE American, we will incur significant additional legal, accounting and other expenses that we have not incurred as a public company with shares quoted on OTCID. As a public company listed on a national securities exchange, we will be subject to the additional responsibilities and obligations imposed by the NYSE American in addition to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the Dodd-Frank Act, as well as rules adopted, and to be adopted, by the SEC and NYSE American, and other applicable securities rules and regulations, which impose various requirements on public companies, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices.

WeOur ~~cannot~~management ~~assure~~and ~~you~~other ~~that~~personnel ~~our~~will ~~common~~need ~~stock~~to ~~will~~devote ~~become~~an ~~listed~~increased onand asubstantial ~~national~~amount ~~securities~~of ~~exchange~~time ~~and~~to ~~the~~these ~~failure~~public company requirements. Moreover, we expect these new rules and regulations to dosubstantially soincrease ~~may~~our ~~adversely~~legal and financial compliance costs and to make some ~~affect~~activities ~~your~~more ~~ability~~time-consuming and costly. We may need to ~~dispose~~hire ofadditional ~~our~~legal, ~~common~~accounting ~~stock~~and infinancial astaff ~~timely~~with ~~fashion~~appropriate public company experience and technical accounting knowledge and maintain an internal audit function.

We intend to apply for our Common Stock to be listed on the NYSE American and have retained an investment banking firm to assist in this process and to assist in raising capital. We have also commenced discussions with representatives of the NYSE American in connection with our application. We do not have a specific timetable for such listing, although we anticipate it will commence during the calendar year ending December 31, 2024. We can give no assurance that such investment bank will be successful in raising the capital we will need to list on the NYSE American or that the NYSE American will accept our application for listing which has not yet been submitted. NYSE American has numerous requirements that an applicant must satisfy to list their common stock on the exchange, including total number of stockholders, minimum stock price, total value of public float, and in some cases total shareholders’ equity and market capitalization. Our failure to satisfy such applicable initial listing criteria could prevent us from listing our Common Stock on NYSE American. In the event we are unable to uplist our Common Stock, our Common Stock will continue to trade on the OTC Marketplace, which is generally considered less liquid and more volatile than the NYSE American or other national securities exchange. Our inability to uplist our Common Stock could make it more difficult for you to trade our Common Stock, could prevent our Common Stock trading on a frequent and liquid basis and could result in the value of our Common Stock being less than it would be if we were able to successfully uplist. We may never satisfy the initial listing standards of NYSE American or any other exchange and cannot assure you when or if we will satisfy such applicable listing standards, or that we will be able to maintain such a listing of our Common Stock.23

~~Our~~In ~~common~~addition, ~~stock~~changing islaws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time consuming. These laws, regulations, and standards are subject to ~~the~~varying ~~“penny~~interpretations ~~stock”~~and ~~rules~~may ofevolve ~~the~~over ~~SEC~~time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, ~~which~~regulations, ~~makes~~and ~~transactions~~standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our ~~stock~~efforts ~~cumbersome~~to comply with new laws, regulations, and ~~may~~standards ~~reduce~~differ from the ~~value~~activities ofintended anby ~~investment~~regulatory inor governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our ~~stock~~business may be adversely affected.

The ~~SEC~~rules ~~has~~and ~~adopted~~ regulations ~~which~~applicable ~~generally define a “penny stock” as an equity security that has a market price of less than $5.00 per share, subject~~ to ~~specific~~public ~~exemptions.~~companies ~~The~~listed ~~SEC’s~~on ~~penny stock rules require~~ a ~~broker-dealer,~~national ~~before~~securities aexchange ~~transaction in~~will amake ~~penny~~it ~~stock~~more ~~not~~expensive ~~otherwise~~for ~~exempt~~us ~~from the rules,~~ to ~~deliver a standardized risk disclosure document that provides information about~~obtain ~~penny stocks~~ and ~~the~~maintain ~~risks~~director inand ~~the~~officer ~~penny~~liability ~~stock market~~insurance. ~~The~~These ~~broker-dealer~~factors ~~must~~could also ~~provide~~make ~~the~~it ~~customer~~more ~~with~~difficult ~~current bid and offer quotations~~ for ~~the~~us ~~penny~~to ~~stock,~~attract ~~the compensation of the broker-dealer~~ and ~~the~~retain ~~salesperson in the transaction, and monthly account statements showing~~qualified ~~the~~members ~~market value~~ of ~~each~~its ~~penny~~board ~~stock~~of ~~held in the customer’s account. In addition~~directors, ~~the~~particularly penny stock rules generally require that before a transaction in a penny stock occurs, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s agreement to ~~the~~serve ~~transaction.~~on ~~If applicable in the future, these rules may restrict the ability of brokers-dealers to sell~~ our ~~common~~audit ~~stock~~committee and ~~may~~compensation ~~affect the ability of investors to sell their shares~~committee, ~~until our~~and ~~common~~qualified ~~stock~~executive ~~no longer is considered a penny stock~~officers.

~~Certain~~Our ofmanagement ~~our~~team ~~executive~~has ~~officers~~little ~~and~~experience ~~directors,~~managing ~~through~~a ~~their~~public ~~direct~~company and ~~indirect~~no ~~ownership~~experience ofmanaging ~~common~~a ~~stock,~~public ~~can~~company ~~substantially~~listed ~~influence~~on ~~the outcome~~a ofnational ~~matters requiring shareholder approval and may prevent you and other stockholders from influencing significant corporate decisions,~~securities ~~which could result in conflicts of interest that could cause the Company’s stock price to decline~~exchange.

~~Harthorne Capital, Inc., which is owned by certain of our executive officers~~Most ~~and directors, along with Mr. Singh and Dr. Trumbach, collectively beneficially owns shares~~ of ~~our~~the ~~common~~members ~~stock equal to approximately 86%~~ of our ~~outstanding~~management ~~shares~~team ~~of common stock. As a result, such individuals will~~ have ~~the~~limited ~~ability, acting together,~~ to ~~substantially influence~~no ~~the~~experience ~~election~~managing ~~of our directors and the outcome of corporate actions requiring shareholder approval, such as (i)~~ a ~~merger~~publicly ortraded ~~a sale~~company ofthat ~~our~~is ~~Company,~~listed ~~(ii)~~on a ~~sale~~national ~~of all or substantially all of our assets, and (iii) amendments to our articles of incorporation and~~securities ~~bylaws. Additionally~~exchange, ~~such~~interacting ~~ownership~~with ~~concentration~~public ~~and~~company ~~leadership~~investors ~~positions give Mr. Singh~~ and ~~Dr.~~complying ~~Trumbach~~with the ~~power~~increasingly tocomplex ~~control,~~laws orpertaining ~~substantial influence~~to ~~over,~~listed ~~employment~~public ~~decisions, including compensation arrangements for themselves~~companies. ~~Furthermore, this concentration of voting power~~ ~~and~~Our ~~control~~management ~~could~~team ~~have~~has anot ~~significant~~worked ~~effect~~together inat ~~delaying,~~prior ~~deferring~~companies ~~or preventing an action~~ that ~~might~~were ~~otherwise~~publicly ~~be beneficial to our other shareholders and be disadvantageous to our shareholders with interests different from those individuals. These individuals also have significant control over our business~~traded, ~~policies~~ and ~~affairs as officers and/or directors of our Company. These stockholders may exert influence in delaying or preventing a change in control of~~ the ~~Company,~~team ~~even if such change in control would benefit the other stockholders of the Company. Lastly, the significant concentration of stock ownership~~ may ~~adversely~~not ~~affect~~successfully ~~the market value of the Company’s common stock due to investors’ perception that conflicts of interest may exist~~ or ~~arise. Therefore, you should not invest in reliance on~~efficiently ~~your~~manage ~~ability~~their tonew ~~have~~roles ~~any control over the Company. In addition, stock ownership of insiders~~ and ~~management, at high levels of ownership, may induce executive decisions inconsistent with growth-oriented risk-taking~~responsibilities.

We have been unable to maintain effective disclosure controls and procedures, which could result in our stock price and investor confidence being materially and adversely affected.

We are required to maintain disclosure controls and procedures that are effective. To date, we have identified ineffective disclosure controls and procedures, mainly relating to the failure to timely file certain reports under the Securities Act of 1933 and the Securities Exchange Act of 1934. The past and current failure of controls or absence of adequate controls could result in a material adverse effect on our business and financial results, resulting in downwards pressure on our stock price and decreasing investor confidence and possibly the delisting of our Common Stock.

Risks Relating to our Common Stock

There is a limited trading market for our Common Stock, which could make it difficult for you to liquidate an investment in our Common Stock, in a timely manner.

Our Common Stock is currently quoted on OTCID. Because there is a limited public market for our Common Stock, you may not be able to liquidate your investment when you want. We cannot assure you that an active trading market for our Common Stock will ever develop, even after our Common Stock commences trading on NYSE American, which is a condition to closing a related offering. The lack of an active public trading market means that you may not be able to sell your shares of Common Stock when you want, thereby increasing your market risk. Until our Common Stock is listed on NYSE American or another national securities exchange, which we can provide no assurance, we expect that it will continue to be quoted on OTCID. An investor may find it difficult to obtain accurate quotations as to the market value of the Common Stock and the trading of our Common Stock may be extremely sporadic. For example, several days may pass before any shares may be traded. In addition, if we failed to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling the Common Stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital.

The market price and trading volume of our Common Stock may be volatile, which may adversely affect its market price.

The market price of our Common Stock could be subject to significant fluctuations due to factors such as:

●	actual or anticipated fluctuations in our financial condition or results of operations;

●	the success or failure of our operating strategies and our perceived prospects; realization of any of the risks described in this section; failure to be covered by securities analysts or failure to meet the expectations of securities analysts;

●	a decline in the stock prices of peer companies; and

●	a discount in the trading multiple of our Common Stock relative to that of common stock of certain of our peer companies due to perceived risks associated with our smaller size.

As a result, shares of our Common Stock may trade at prices significantly below the price you paid to acquire them. Furthermore, declines in the price of our Common Stock may adversely affect our ability to conduct future offerings or to recruit and retain key employees, including our managing directors and other key professional employees.

Your interest in us may be diluted if we issue additional shares of Common Stock.

In general, shareholders do not have pre-emptive rights to any Common Stock issued by us in the future. Therefore, shareholders may experience dilution of their equity investment if we issue additional shares of Common Stock in the future, including shares issuable under equity incentive plans, or if we issue securities that are convertible into shares of our Common Stock, which we intend to do.

We may not be able to satisfy listing requirements of the NYSE American or obtain or maintain a listing of our Common Stock on the NYSE American.

We intend to apply to list our Common Stock on the NYSE American. If our Common Stock is listed on the NYSE American, we must meet certain financial and liquidity criteria to maintain such listing. If we violate the NYSE American listing requirements, our Common Stock may be delisted. If we fail to meet any of the NYSE American’s listing standards, our Common Stock may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our Common Stock from the NYSE American may materially impair our stockholders’ ability to buy and sell our Common Stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our Common Stock. The delisting of our Common Stock could significantly impair our ability to raise capital and the value of your investment.

Our Common Stock is subject to the “penny stock” rules of the SEC, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The SEC has adopted regulations which generally define a “penny stock” as an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The SEC’s penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and the salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that before a transaction in a penny stock occurs, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s agreement to the transaction. If applicable in the future, these rules may restrict the ability of brokers-dealers to sell our Common Stock and may affect the ability of investors to sell their shares, until our Common Stock no longer is considered a penny stock.

We are a “controlled company” within the meaning of the NYSE American listing standards and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements which would not provide you the same protections afforded to stockholders of companies that are subject to such requirements.

As of the date of this Annual Report on Form 10-K, Harthorne Capital, Inc., which is owned by certain of our executive officers and directors, along with Mr. Singh and Dr. Trumbach, collectively beneficially owns shares of our Common Stock equal to approximately 85% of our outstanding shares of Common Stock, and as a result, control a majority of the voting power of the Company. As a result, we are a “controlled company” within the meaning of the corporate governance standards of the NYSE American. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. We have elected to rely on certain of these exemptions and as a result, we are not required to have: (i) a Board of Directors consisting of a majority of independent directors, (ii) a compensation committee consisting entirely of independent directors, and (iii) a nominating/corporate governance committee that is composed entirely of independent directors. We may also rely on the other exemptions so long as we qualify as a “controlled company.” Although permitted, the absence of a majority of independent directors, an independent compensation committee, and an independent nominating committee may adversely impact investor confidence and reduce oversight of management decisions. Investors should carefully consider that our corporate governance structure may provide less protection than that afforded to stockholders of companies with independent boards.

Certain of our executive officers and directors, through their direct and indirect ownership of Common Stock, can substantially influence the outcome of matters requiring shareholder approval and may prevent you and other stockholders from influencing significant corporate decisions, which could result in conflicts of interest that could cause the Company’s stock price to decline.

Harthorne Capital, Inc., which is owned by certain of our executive officers and directors, along with Mr. Singh and Dr. Trumbach, collectively beneficially owns shares of our Common Stock equal to approximately 85% of our outstanding shares of Common Stock. As a result, such individuals will have the ability, acting together, to substantially influence the election of our directors and the outcome of corporate actions requiring shareholder approval, such as: (i) a merger or a sale of our Company, (ii) a sale of all or substantially all of our assets, and (iii) amendments to our articles of incorporation and bylaws. Additionally, such ownership concentration and leadership positions give Mr. Singh and Dr. Trumbach the power to control, or substantial influence over, employment decisions, including compensation arrangements for themselves. Furthermore, this concentration of voting power and control could have a significant effect in delaying, deferring or preventing an action that might otherwise be beneficial to our other shareholders and be disadvantageous to our shareholders with interests different from those individuals. These individuals also have significant control over our business, policies and affairs as officers and/or directors of our Company. These stockholders may exert influence in delaying or preventing a change in control of the Company, even if such change in control would benefit the other stockholders of the Company. Lastly, the significant concentration of stock ownership may adversely affect the market value of the Company’s Common Stock due to investors’ perception that conflicts of interest may exist or arise. Therefore, you should not invest in reliance on your ability to have any control over the Company. In addition, stock ownership of insiders and management, at high levels of ownership, may induce executive decisions inconsistent with growth-oriented risk-taking.

Anti-takeover provisions in the Company’s charter and bylaws under Delaware law may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of the Company difficult.

Provisions in the Company’s certificate of incorporation and bylaws may delay or prevent an acquisition or a change in management. These provisions include a classified board of directors; although as of the date of the Annual Report on Form 10-K, our Board has not yet approved the designations of any of our directors as a particular class of directors. Although the Company believes this provision could provide for an opportunity to receive higher bids by requiring potential acquirers to negotiate with the Company’s board of directors, they would apply even if the offer may be considered beneficial by some stockholders. In addition, these provisions may frustrate or prevent any attempts by the Company’s stockholders to replace or remove then current management by making it more difficult for stockholders to replace members of the board of directors, which is responsible for appointing members of management.

~~Investments in our common stock may provide you with limited rights, and we do not expect to pay cash dividends in the short term.~~26

~~Common~~Investments ~~stock and similar equity securities generally represent the most junior position~~ in anour ~~issuer’s~~Common ~~capital~~Stock ~~structure~~may ~~and,~~provide asyou ~~such, generally~~with ~~entitle~~limited ~~holders to an interest in the assets of the issuer~~rights, ~~if any, remaining after all more senior claims to such assets have been satisfied. Holders of common stock generally are entitled to dividends only if~~ and to the extent declared by the governing body of the issuer out of income or other assets available after making interest, dividend, and any other required payments on more senior securities of the issuer. We anticipate that we ~~will retain our earnings, if any, for future growth and therefore~~ do not ~~anticipate~~expect ~~paying~~ to pay cash dividends ~~on our common stock~~ in the short term. ~~Investors seeking cash dividends should not invest in our common stock for that purpose.~~

16Common stock and similar equity securities generally represent the most junior position in an issuer’s capital structure and, as such, generally entitle holders to an interest in the assets of the issuer, if any, remaining after all more senior claims to such assets have been satisfied. Holders of common stock generally are entitled to dividends only if and to the extent declared by the governing body of the issuer out of income or other assets available after making interest, dividend, and any other required payments on more senior securities of the issuer. We anticipate that we will retain our earnings, if any, for future growth and therefore do not anticipate paying cash dividends on our Common Stock in the short term. Investors seeking cash dividends should not invest in our Common Stock for that purpose.

~~Item~~We ~~1B.~~qualify ~~Unresolved~~as ~~Staff~~a ~~Comments~~smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

~~Not~~We ~~Applicable~~qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our Common Stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii) its annual revenues exceeded $100 million during such completed fiscal year and the market value of our Common Stock held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

~~Item 1C. Cybersecurity~~27

~~Since~~Item ~~2022, we have been primarily focused on launching our real estate management and hospitality business~~1B. WeUnresolved ~~have~~Staff ~~4 employees and currently use third-party vendors and service providers for other activities~~Comments.

Not applicable.

Item 1C. Cybersecurity.

Since 2022, we have been primarily focused on launching our real estate management and hospitality business. We have 21 employees and currently use third-party vendors and service providers for other activities.

We use a third-party sub-contractor to manage all Information Technology (IT) issues, including protection against, detection, and response to cyberattacks.

The measures that are being taken to ensure proper protection include:

● All computers are protected using a cloud-powered endpoint security solution that helps enterprises prevent, detect, investigate, and respond to advanced threats on their networks. It offers endpoint protection, endpoint detection and response, mobile threat ~~defense~~defence, and integrated vulnerability management. It also provides, among other things, malware and spyware detection and remediation, rootkit detection and remediation and network vulnerability detection. ● All Company e-mails are protected by a cloud-based email filtering service designed to protect the Company against advanced threats related to email and collaboration tools. ● Periodically, all users on the Company’s computer network are required to perform multi-factor authentication. ● The Company uses a cloud-based identity and access management service that enables access to external resources. ● Backup is performed using a secure, automatic cloud-based backup and restore service.

●

All Company e-mails are protected by a cloud-based email filtering service designed to protect the Company against advanced threats related to email and collaboration tools.

●

Periodically, all users on the Company’s computer network are required to perform multi-factor authentication.

●

The Company uses a cloud-based identity and access management service that enables access to external resources.

●

Backup is performed using a secure, automatic cloud-based backup and restore service.

Additionally, we believe that our third-party vendors and service providers have their own respective cybersecurity protocols which our management believes to be adequate for protecting any of the Company’s data that might be in their possession from time to time; however, having such protocols is not necessarily a condition for us using or not using the services of any such vendors or providers.

Our Chief Financial Officer is responsible for assessing and managing cybersecurity risks, through his oversight of our IT service provider that manages our IT. Our CFO has a Doctorate Degree in Information Technology Management and has ~~the~~ specific cybersecurity expertise. ~~The~~ The Company has an Information Technology Policy that, among other things, governs and provides ~~for~~ cybersecurity policies and processes, including defining ~~to define~~ safety measures to protect the Company’s confidentiality, integrity and availability of data and other intellectual ~~property,~~ properties, as well as to define the manner in which information is stored, saved and routed in the Company’s network. Additionally, the Board and management believe cybersecurity represents an important component of the Company’s overall approach to risk management ~~and~~ and oversight, especially as the Company moves towards commercialization of its first product.

Cybersecurity threats have not materially affected, and are not reasonably likely to affect, the Company, including its business strategy, results of operations or financial condition while we are strategically focused on pursuing development of our Casamora property. The Company is not aware of any material security breach to date. Accordingly, the Company has not incurred any expenses over the last two years relating to information security breaches. The occurrence of cyber-incidents, or a deficiency in our cybersecurity or in those of any of our third-party service providers could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information and systems, or damage to our business relationships or reputation, all of which could negatively impact our business and results of operations. There can be no assurance that the Company’s third-party vendors’ and service providers’ cybersecurity risk management processes, including their policies, controls or procedures, will be fully implemented, complied with or effective in protecting the Company’s systems and information.

Accordingly, the Company has not incurred any expenses over the last two years relating to information security breaches. The occurrence of cyber-incidents, or a deficiency in our cybersecurity or in those of any of our third-party service providers could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information and systems, or damage to our business relationships or reputation, all of which could negatively impact our business and results of operations. There can be no assurance that the Company’s third-party vendors’ and service providers’ cybersecurity risk management processes, including their policies, controls or procedures, will be fully implemented, complied with or effective in protecting the Company’s systems and information.

Item 2. Properties.

Our principal executive office is located at 3400 ~~Lakeview~~Lakeside Drive, Suite 100, Miramar, Florida, pursuant to a 62-month lease that commenced at or around September 1, 2022. This facility, consisting of 2,349 square feet, is expected to provide the space and infrastructure necessary to accommodate our present operations, based on our current business plan. The annual rent for the first lease year was approximately $86,000, with subsequent lease years subject to escalation clauses.

As of September 30, 2023, we have been the owner of the Awaysis Casamora ~~Resort~~ Assets. We also acquired Chial Mountain Limited assets on December 19, ~~which~~2024. ~~are~~Both ~~still~~properties are under development. but have started hospitality operations

Item 3. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business.

We are not currently a party in any legal proceeding or governmental regulatory proceeding nor are we currently aware of any pending or potential legal proceeding or governmental regulatory proceeding proposed to be initiated against us that would have a material adverse effect on us or our business.

Item 4. Mine Safety Disclosures.

Not applicable.

1728

PART II

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

There is no “established trading market” for our shares of Common Stock. Since May 25, 2022, our Common Stock has been quoted on ~~the~~OTCID ~~OTC Pink Market~~ under the ticker symbol “AWCA”. There can be no assurance that a trading market will ever develop or, if such a market does develop, that it will continue. Prior to May 25, 2022, our Common Stock was quoted on ~~the~~OTCID ~~OTC Pink Market~~ under the symbol “ASZP”.

The following table shows the high and low bid prices of our Common Stock for the periods indicated. These quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions, and may not represent actual transactions.

Quarter Ended	High		Low
June 30, 2025	$	0.4050	$	0.0800
March 31, 2025	$	0.7300	$	0.1500
December 31, 2024	$	0.7400	$	0.2000
September 30, 2024	$	1.1800	$	0.2521
June 30, 2024	$	1.5500	$	0.7500
March 31, 2024	$	0.9090	$	0.1799
December 31, 2023	$	0.4500	$	0.1570
September 30, 2023	$	0.5100	$	0.1075
June 30, 2023	$	0.5100	$	0.2538
March 31, 2023	$	0.5100	$	0.1001
December 31, 2022	$	0.4100	$	0.0921
September 30, 2022	$	0.4499	$	0.1503

As of ~~September~~June 30, ~~2024~~2025, there were approximately ~~297~~330 holders of record of our common stock, and the last reported closing sales price of our common stock on that date was $0.7441.

Dividend Policy

We have never declared or paid any cash dividend. We do not anticipate that we will declare or pay any dividends in the foreseeable future. Our current policy is to retain earnings, if any, to fund operations, and the development and growth of our business. Any future determination to pay cash dividends will be at the discretion of our Board and will be dependent upon our financial condition, operation results, capital requirements, applicable contractual restrictions, restrictions in our organizational documents, and any other factors that our Board deems relevant.

Equity Compensation Plan Information Table

The following table provides information about shares of our common stock that may be issued upon the exercise of options under all of our existing compensation plans as of June 30, ~~2024~~2025.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted- average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance
Plan Category
Equity compensation plans approved by security holders:
2022 Omnibus Performance Award Plan	-		-	19,775,931

Equity compensation plans not approved by security holders:	-		-	-
Options to Purchase Common Stock (Michael Singh)	11,250,000	$	0.32	-
Options to Purchase Common Stock (Andrew Trumbach)	11,250,000	$	0.32	-

Total	22,500,000			19,775,931

Unregistered Sale of Securities

During the past three years, the Company made the following issuances of its unregistered securities, none of which involved any ~~underwriters~~underwriter, underwriting discounts or commissions. Unless otherwise specified below, the Company believes these transactions were exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506(b) under Regulation D of the Securities Act, as transactions by an issuer not involving any public offering. The recipients of the securities in each of these transactions represented their intentions to ~~acquire~~ acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

~~Between~~Private ~~May 26, 2022, and June 30, 2022, the Company sold, in a private offering of up to $25 million of the Company’s Common Stock, at a price per share of $1.00 (the “~~Offering”), the Company entered into a Subscription Agreement with investors in the Offering for an aggregate of 1,818,000 shares of Common Stock with a total subscription price of $1,818,000. The Company has received a total of $875,000 and still has pending an aggregate of 943,000 shares of Common Stock (the “Pending Shares”) for a total subscription receivable of $943,000. The Company expects such proceeds to be funded, and the Pending Shares to be issued, during fiscal year 2025. All purchases made in connection with the Offering were pursuant to Subscription Agreements & Investor Suitability Questionnaires as between the Company and each of the investors.

AsBetween ofMay ~~June 30~~25, 2022, asand ~~partial~~March ~~consideration~~31, ~~for~~2023, the Company’s ~~acquisition~~sold, in a private offering of ~~the~~up ~~Casamora~~to ~~Awaysis~~$25 ~~Assets,~~million of the Company’s ~~issued~~Common toStock, at ~~the~~a ~~owners~~price ofper ~~the~~share ~~seller~~ of ~~such~~$1.00 ~~assets~~(the “Private Offering”), an aggregate of ~~56.8~~975,000 ~~million~~ shares of ~~its~~Common ~~common~~Stock ~~stock~~with ~~based on~~ a ~~per~~total ~~share price equal to the~~subscription ~~market~~ price ~~on the date~~ of ~~appraisal of~~ $0975,000.~~150.~~

InAll ~~July~~purchases ~~2022,~~made ~~the~~in ~~Company~~connection ~~issued~~with ~~25,000~~the ~~shares~~Private ofOffering ~~our~~were ~~common~~pursuant ~~stock~~ to anSubscription ~~investor~~Agreements ~~who~~& ~~participated~~Investor inSuitability Questionnaires as between the Company’s ~~private~~and ~~offering~~ each of ~~common~~the ~~stock~~investors atwhich aprovided, ~~price~~in ~~per~~part ~~share~~that ofthe $1investors were accredited investors.~~00.~~

InEach ~~July~~of ~~2022,~~ the ~~Company~~individual ~~issued~~transactions anunderlying ~~aggregate of 107,484 shares of~~ the ~~Company’s~~Private ~~common~~Offering ~~stock~~are asfurther ~~consideration~~set ~~for~~forth ~~services rendered~~below.

AsOn ofMay ~~August~~25, 2022, the Company ~~issued~~sold 75500,000 shares of its common stock to an investor who participated in the ~~Company~~Private ~~private~~Offering. ~~offering~~The Company believes this transaction was exempt from registration under the Securities Act of ~~common~~1933, ~~stock~~as atamended a(the ~~price~~“Securities ~~per~~Act”) in ~~share~~reliance on the exemption from registration provided by Rule 506(b) under Regulation D of $1the Securities Act, as transactions by an issuer not involving any public offering.~~00.~~

~~In September 2022, the Company issued 333,333 shares of its common stock as consideration for services rendered.~~29

InOn ~~December~~May 26, 2022, the Company ~~issued~~sold ~~an aggregate of 31~~50,~~648~~000 shares of its common stock to an investor who participated in the Private Offering. The Company believes this transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Rule 506(b) under Regulation D of the Securities Act, as ~~consideration~~transactions ~~for~~by ~~services~~an ~~rendered~~issuer not involving any public offering.

18On May 27, 2022, the Company sold 25,000 shares of its common stock to an investor who participated in the Private Offering. The Company believes this transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Rule 506(b) under Regulation D of the Securities Act, as transactions by an issuer not involving any public offering.

On ~~February~~May 1331, ~~2023~~2022, the Company ~~issued~~sold ~~(i) an aggregate of 100~~25,000~~,000~~ ~~restricted~~ shares of its common stock, ~~and~~to ~~(ii)~~an ~~options~~investor towho ~~purchase~~participated in the Private Offering. The Company anbelieves ~~aggregate~~this oftransaction ~~22,500,000~~was ~~shares~~exempt offrom ~~its~~registration ~~commons~~under ~~stock,~~the ~~both~~Securities asAct ~~consideration~~in ~~for~~reliance ~~services~~on ~~rendered~~the exemption from registration provided by ~~affiliates~~Rule 506(b) under Regulation D of the ~~Company~~Securities Act, as transactions by an issuer not involving any public offering.

InOn ~~February~~June ~~2023~~28, 2022, the Company ~~issued~~sold ~~150~~25,000 shares of its common stock to an investor who ~~previously~~participated ~~subscribed~~ in the Private Offering. The Company’s ~~private~~believes ~~offering~~this oftransaction ~~common~~was ~~stock~~exempt atfrom aregistration ~~price~~under ~~per~~the ~~share~~Securities Act in reliance on the exemption from registration provided by Rule 506(b) under Regulation D of $1the Securities Act, as transactions by an issuer not involving any public offering.~~00.~~

InOn ~~March~~July ~~2023~~19, 2022, the Company ~~issued~~sold 7525,000 shares of its common stock to an investor who ~~previously~~participated ~~subscribed~~ in the Private Offering. The Company’s believes ~~private~~this transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided ~~offering~~by Rule 506(b) under Regulation D of ~~common~~the ~~stock~~Securities atAct, aas ~~price~~transactions ~~per~~by ~~share~~an ofissuer $1not involving any public offering.~~00.~~

InOn ~~February~~August ~~and~~30, ~~March 2023~~2022, the Company ~~issued~~sold ~~an aggregate of 73~~75,~~958~~000 shares of its common stock to an investor who participated in the Private Offering. The Company believes this transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Rule 506(b) under Regulation D of the Securities Act, as ~~consideration~~transactions ~~for~~by ~~services~~an ~~rendered~~issuer not involving any public offering.

InOn February ~~December~~17, 2023 ~~and April 2024~~, the Company ~~issued~~sold 50150,000~~,000~~ shares of its common stock to ~~each~~an ofinvestor ~~Mr.~~who ~~Singh~~participated ~~and~~in Drthe Private Offering. ~~Trumbach,~~The ~~respectively,~~Company believes this transaction was exempt from registration under the Securities Act in ~~lieu~~reliance ofon ~~cash~~the ~~bonus~~exemption atfrom aregistration ~~discounted~~provided by ~~price~~Rule ~~per~~506(b) ~~share~~under Regulation D of $0the Securities Act, as transactions by an issuer not involving any public offering.~~01.~~

InOn ~~December~~March 9, 2023, the Company ~~issued~~sold ~~an aggregate of 9~~75,~~982~~000 shares of its common stock to an investor who participated in the Private Offering. The Company believes this transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Rule 506(b) under Regulation D of the Securities Act, as ~~consideration~~transactions ~~for~~by ~~services~~an ~~rendered~~issuer not involving any public offering.

InOn March ~~June~~31, ~~2024~~2023, the Company ~~has~~sold ~~approved~~25,000 ~~the~~shares ~~issuance~~ of, ~~and~~its incommon ~~September 2024~~stock to an investor who participated in the Private Offering. The Company believes ~~issued,~~this antransaction ~~aggregate~~was ofexempt ~~31,706,358~~from ~~shares~~registration ofunder ~~restricted~~the ~~common~~Securities ~~stock~~Act in ~~lieu~~reliance ofon ~~cash~~the ~~compensation~~exemption tofrom ~~Mr.~~registration ~~Singh,~~provided by ~~Dr.~~Rule ~~Trumbach, Mr.~~506(b) ~~Trumbach~~under ~~and~~Regulation aD ~~consultant~~of the Securities Act, atas transactions by an ~~average~~issuer ~~price~~not ~~per~~involving ~~share~~any ofpublic $0offering.~~247.~~

Awaysis Casamora Assets

As of June 30, 2022, as partial consideration for the Company’s acquisition of the Awaysis Casamora Assets, the Company was obligated to issue to affiliates of the respective sellers of such assets an aggregate of 56.8 million shares of its Common Stock based on a per share price equal to the market price on the date of appraisal of $0.150. The Company believes this transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering, and/or Regulation S of the Securities Act as an offering and sale to non-U.S. residents.

Services Rendered

On July 15, 2022, the Company issued an aggregate of 172,850 shares of the Company’s Common Stock to various consultants as consideration for services rendered and were subject to restrictions on transferability. The transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering.

On July 28, 2022, the Company issued an aggregate of 107,484 shares of the Company’s Common Stock to various advisors and consultants as consideration for services rendered and were subject to restrictions on transferability. The transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering.

On September 16, 2022, the Company issued 333,333 shares of its Common Stock to an affiliate of Tyler Trumbach as consideration for legal services rendered and were subject to restrictions on transferability. The transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering.

On December 1, 2022, the Company issued an aggregate of 6,913 shares of its Common Stock to an advisor as consideration for services rendered and were subject to restrictions on transferability. The transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering.

On December 2, 2022, the Company issued an aggregate of 1,250 shares of its Common Stock as consideration for services rendered by a third party service provider and were subject to restrictions on transferability. The transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering.

On December 15, 2022, the Company issued an aggregate of 43,478 shares of its Common Stock as consideration for services rendered by a third-party service provider and were subject to restrictions on transferability. The transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering.

On January 1, 2023, the Company issued an aggregate of 1,923 shares of its Common Stock as consideration for services rendered by a third-party service provider and were subject to restrictions on transferability. The transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering.

On February 1, 2023, the Company issued an aggregate of 1,923 shares of its Common Stock to an advisor as consideration for services rendered and were subject to restrictions on transferability. The transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering.

On February 13, 2023, the Company issued to each of Michael Singh and Dr. Andrew Trumbach: (i) an aggregate of 50,000,000 restricted shares of its Common Stock, and (ii) options to purchase an aggregate of 11,250,000 shares of its commons stock, as consideration for services rendered by affiliates of the Company. The transactions were exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering and were subject to restrictions on transferability.

On February 14, 2023, the Company issued an aggregate of 70,588 shares of its Common Stock to an affiliate of Dr. Narendra Kini as consideration for services rendered and were subject to restrictions on transferability. The transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering.

In December 2023, the Company issued an aggregate of 9,982 shares of its Common Stock as consideration for services rendered by a third-party service provider and were subject to restrictions on transferability. The transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering.

On December 5, 2023, the Company issued to Dr. Andrew Trumbach an aggregate of 50,000,000 restricted shares of its Common Stock as consideration for services rendered. The transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering and were subject to restrictions on transferability.

On April 1, 2024, the Company issued to Michael Singh an aggregate of 50,000,000 restricted shares of its Common Stock as consideration for services rendered. The transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering and were subject to restrictions on transferability.

In June 2024, the Company approved the issuance of, and in September 2024 the Company issued, an aggregate of 31,706,358 shares of restricted Common Stock in lieu of cash compensation to Mr. Singh, Dr. Trumbach, Mr. Trumbach and a consultant, at an average price per share of between $0.247 to $.362. The transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering and were subject to restrictions on transferability.

Chial Mountain

On December 31, 2024, as partial consideration for Awaysis Belize’s acquisition of all of the stock and substantially all of the assets of Chial Mountain, the Company entered into a $1,600,000 senior convertible promissory note with Michael Singh, as amended, dated December 20, 2024, bearing interest at 3.5% per annum and maturing on August 31, 2025 (the Company has been granted a waiver of the maturity date and is working with the lender in good faith to negotiate subsequent amendments to the maturity date). The Company believes this transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering.

Item 6. [Reserved]

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

Forward Looking Statements

Certain information contained in this MD&A includes “forward-looking statements.” Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition and results of operations, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our existing and proposed business, including many assumptions regarding future events. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors, including those risks described in detail in the section of this Annual Report on Form 10-K entitled “Risk Factors” as well as elsewhere in this Annual Report.

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “would,” “will,” “could,” “scheduled,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these words or comparable terminology.

InConsidering ~~light of~~ these risks and uncertainties, and especially given the nature of our existing and proposed business, there can be no assurance that the forward-looking statements contained in this section and elsewhere in this Annual Report on Form 10-K will in fact occur. Potential ~~investors~~ investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, ~~there~~ there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

Overview

~~Awaysis~~We are ~~Capital Inc is~~ a real estate management and hospitality company focused on acquisition, redevelopment, sales, and managing ~~rentals~~bookings and rentals, of residential vacation home communities in desirable travel destinations. We seek to create value through the targeting and acquisition, development, and up-cycling, rebranding, and repositioning of currently undervalued operating and shovel ready residential/resort communities in global travel destinations, with the intention to relaunch these assets under the “Awaysis” brand with the goals of creating a network of residential and resort enclave communities in the Caribbean, Europe, South America and the United States, that will optimize ~~both~~ sales, hospitality, and ~~rental~~management revenues for our company, while providing ~~attractive~~the ~~returns~~potential tofor home owners ~~and~~to ~~exceptional~~retain ~~vacation experiences~~our services to manage ~~travellers.~~any ~~Our~~bookings ~~strategy~~of ~~overlays~~their ~~the~~units ~~quality~~for ~~and~~third-party ~~consistency~~short ofor ~~the~~long ~~hotel~~term ~~management~~stays, ~~system~~and ~~over~~provide ~~the~~exceptional ~~Airbnb~~vacation ~~type~~experiences ~~rental model~~to travelers’.

19Increased global trends towards “work from home” opportunities have impacted both residency and travel. We believe that more people are seeking comfortable and convenient places to travel, visit, and live for extended durations. We seek to capitalize on these trends by transforming resort properties in desirable locations into convenient enclaves that facilitate this type of travel or residency. We define an enclave as a gated community that has all the amenities that will allow a person to live, work and play without having to leave the community.

~~The~~At ~~Company~~least ~~seeks~~initially, we are seeking to ~~own~~develop ~~and~~resorts ~~grow~~that have not been completed nor have a ~~stable~~significant prior operational history. As such, ~~cash~~we ~~generating~~intend to purchase the real estate underlying the planned community and finish the development, ~~diversified~~then, ~~portfolio~~depending on the property, we would either sell the finished individual units to buyers, or we would retain ownership of ~~single-family~~the finished individual units and ~~luxury~~market them ~~resort~~for short- or long-term hotel/~~residence~~resort ~~properties~~stays. Individual units sold to third-party buyers can then be used by them for their personal use or in their sole discretion from time to time, book for third party short- or long-term stays, either managed by us or through other arrangements in compliance with local law. In addition, we would own and manage the ~~Caribbean~~common areas of each community, ~~Europe~~including any areas devoted to restaurants/bars, ~~South~~pools, ~~America~~retail, spas and fitness centers, some of which we may determine to outsource to third parties at prevailing market rates. We do not have a limit on the ~~United~~number ~~States~~of units or other parts or amenities of a particular community that we will sell, lease or retain, nor do we have a percentage limit to the amount of revenues generated by the units we do retain, and in such cases, will be a result of market forces from time to time. Any revenue we generate from a particular unit owned by a third party who opts to retain us to manage bookings of their unit will be split between us and the individual owner of the unit, pursuant to a separate agreement between us.

~~Our~~All ~~business~~third-party ~~strategy~~owners ~~entails~~of ~~targeting~~units ~~and~~have ~~identifying~~the ~~undervalued~~option ~~assets in emerging markets located in proximity~~ to ~~high~~rent ~~demand~~out ~~travel destinations.~~their ~~The~~units, ~~Company~~subject ~~intends~~ to ~~focus~~local ~~these~~laws, ~~efforts~~such onas ~~shovel-ready~~laws ~~properties~~of ~~and/or~~Belize ~~other assets~~ that werequire ~~believe can be used to~~that ~~optimize~~all ~~sales~~such ~~and~~bookings ~~rental~~are ~~revenues.~~processed Wethrough ~~have~~an ~~currently~~entity ~~identified~~with ~~five~~a ~~properties in the country of~~ Belize, ~~all~~hotel ~~of which are expected to constitute our initial real estate portfolio~~license. To ~~that~~the ~~effect,~~extent onan ~~June~~owner ~~30, 2022, we closed on the acquisition~~ of ~~certain~~a ~~real~~unit ~~estate assets~~wishes into ~~San~~retain ~~Pedro,~~us ~~Belize (the “Casamora Awaysis Assets”), pursuant~~ to manage ~~our~~bookings ~~previously announced series~~ of ~~Agreements~~their ~~of Purchase and Sale~~unit, ~~all~~we ~~dated~~will ~~April~~have ~~15,~~an ~~2022.~~exclusive ~~The~~agreement ~~total consideration paid by us~~ for the ~~properties~~term ~~subject~~of to the ~~agreements~~agreement ~~was~~with at the ~~appraisal~~ ~~value~~individual ofowners ~~$11.4~~or, ~~million (excluding transaction costs and fees) and was settled in a combination of a Purchase Money Mortgage~~where ~~of $2.6 million at 0% interest rate~~applicable, ~~payable~~the onhomeowners ~~demand~~association, awhich ~~Purchase~~specifies ~~Money~~our ~~Mortgage~~fees. ofEach ~~$280~~month,~~000~~ atwe 0%intend ~~interest~~to ~~rate~~reconcile ~~that~~bookings ~~was~~and ~~paid~~fee onallocations ~~August~~for 8,each ~~2022~~individual ~~and 56~~owner.8 ~~million~~Any ~~shares~~bookings ofincome ~~the~~due ~~Company’s common stock based on a per share price equal~~ to ~~the~~an ~~market~~owner ~~price~~is onsegregated ~~the date of appraisal of $0.150. As the first acquisition by the Company in Belize~~ and ansubsequently ~~important~~distributed ~~milestone, the Company expects~~ to ~~rebrand the~~them ~~Casamora~~in ~~Awaysis~~accordance ~~Asset, so it is easily identifiable as an Awaysis Property and fit perfectly~~ with ~~its strategy of creating a countrywide~~the ~~network~~terms of ~~Awaysis~~their ~~residential~~particular ~~enclave communities in the country for owners and guests to travel, work and play~~agreement.

We intend to offer for sale, or as short- or long-term bookings, the finished units in any and all jurisdictions that permit such offers. To date, we are making such offers through our website at www.awaysisgroup.com, on-line multiple listing services, and other licensed direct booking channels. We are not presently aware of any jurisdictional limits on the offer of these properties in the jurisdictions we are targeting to offer our investors for sale or rent. While our current properties are in Belize, the offer and sale of these properties, as well as the related management arrangements, may take place both in Belize and in the United States, subject to compliance with applicable laws and regulations in each jurisdiction.

Additionally, we are a licensed hotel operator in Belize and maintain compliance with applicable laws and regulations administered by the Belize Tourism Board and other relevant governmental authorities. Our operations are subject to the requirements of the Belize Hotels and Tourist Accommodation Act and related regulations, which govern the licensing, classification, and operation of hospitality establishments throughout the country.

Revenues

AsOur ofbusiness ~~June~~is ~~30,~~expected ~~2024,~~to ~~our~~encompass ~~revenue~~a ~~consists~~diverse ~~primarily~~range of ~~monthly~~activities, ~~rental~~including ~~income~~development and management of ~~villas~~residential/resort communities, sales, hospitality, resort operations, and ~~commission~~club management. We anticipate generating revenues from the ~~rental~~following ofprimary ~~real property.~~sources:

●	Real Estate Sales: Selling developed residential units on resort property, which may include condominiums, single-family homes, and villas, to support our overall growth strategy.

●	Management Services: Providing comprehensive management and operational services for branded resorts we own and/or through agreements with homeowners’ associations (HOAs), ensuring seamless operations and a high standard of service.

●	Bookings: Managing short-term and long-term bookings for unsold units at the resorts we own or manage, as well as for units sold to third parties who retain the Company or one of its affiliates to provide such services for a fee, offering high-quality accommodations and experiences for vacationers and travelers.

We believe these revenue streams will collectively support our growth strategy and position us as a unique player in the resort and hospitality market.

As of June 30, 2025, our revenue consists primarily of monthly booking income of villas, management fee income, rental income and commission income from the sale of real property.

Sales and Marketing Expenses

Our sales and marketing expenses consist primarily of salaries, commissions and other personnel-related expenses, which may include share-based compensation, for employees engaged in sales, marketing and support of our products and services, promotional and public relations expenses and management and administration expenses in support of sales and marketing.

General and Administrative Expenses

Our general and administrative costs include payroll, employee benefits, and other personnel-related costs, which include share-based compensation, associated with administrative and support staff, as well as legal and accounting costs, insurance costs, depreciation and other administrative fees.

Results of Operations –- Fiscal Years Ended June 30, ~~2024~~2025, and June 30, ~~2023~~2024

We commenced activities and started to incur material costs in the fiscal year ended June 30, 2022, as a result of our change in control transaction in November 2021 and commencement in February 2022 of our business strategy of acquiring, developing, and managing residential vacation home communities in desirable travel destinations. Our business strategy continued ~~through~~throughout the fiscal year ended June 30, ~~2024~~2025, showing substantial growth in operating expenses in preparation for expected future growth in revenue.

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities. We recently commenced rentals of a few “rental ready” units and expect increasing sales to also generate cash flow for working capital.

Revenues

We recognized total revenue of $50441,~~674~~059 and $~~107~~50,~~760 -~~ 674, during the fiscal years ended June 30, ~~2024~~2025, and ~~2023~~2024, respectively. Revenue generated during fiscal year ~~2024 consisted~~2025 consists primarily of monthly booking income of villas, management fee income, rental income, and ~~commissions~~commission income from ~~short~~the ~~term~~sale ~~property~~of ~~rentals~~real property. Revenue generated during fiscal year ~~2023~~2024 ~~also~~ consisted of booking income, monthly rental income and commissions from property rentals. The ~~decrease~~increase in revenue from fiscal year ~~2023~~2024 to fiscal year ~~2024~~2025 was a a result of ~~construction~~increased inbooking ~~areas~~and ofrental ~~the~~revenues, ~~Casamora~~management ~~property~~fee ~~which~~income related ~~decreased~~to the ~~rental~~completion ~~ability~~of two buildings at Casamora and the acquisition of ~~existing~~Chial ~~units~~Mountain Limited.

2034

Sales and Marketing Expenses

During the fiscal years ended June 30, ~~2024~~2025 and ~~2023~~2024, we incurred sales and marketing expenses of $36189,~~675~~339 and $9136,~~319~~675, respectively, ~~consisting~~ consisting of marketing and support of our products and services, promotional and public relations expenses and management and administration expenses in support of rental offerings and marketing. The ~~decrease~~increase in sales and marketing expenses from fiscal year ~~2023~~ ~~to fiscal year~~ 2024 ~~was~~to ~~because in~~ fiscal year ~~2023,~~2025 relates weto ~~incurred~~increased ~~more~~marketing expenses onand ~~the~~press ~~initial~~releases, ~~push~~to ofgenerate ~~marketing~~interest ~~and sales than~~ in ~~fiscal~~our ~~year~~properties ~~2024~~and ~~when~~investment ~~such expenses stabilized~~opportunities.

General and Administrative Expenses

During the fiscal years ended June 30, ~~2024~~2025 and ~~2023~~2024, we incurred general and administrative expenses of $72,~~037~~951,~~957~~243 and $47,~~312~~037,~~499~~957, respectively, consisting of audit and accounting fees, travel and entertainment, payroll and employee benefits, legal fees, filing fees and transfer agent fees, all relating to both sustaining the corporate existence of the Company and public company-related expenses and its continued transitioning from being a shell company to an operating company. The ~~increase~~ decrease in general and administrative expenses from fiscal year 2024 ~~2023~~ to ~~2024~~2025 was a result of ~~continued~~a ~~growth~~salary ofbonus ~~the~~being ~~Company’s~~accrued ~~operations~~in ~~and~~fiscal ~~related~~year ~~increases~~ 2024 in ~~such~~the ~~expenses~~amount of $4,400,000.

Operating Loss

During the fiscal years ended June 30, ~~2024~~2025, and ~~2023~~2024, we recognized operating losses of $(72,~~023~~699,~~958~~523) and $(47,~~296~~023,~~058~~958), respectively. These losses were primarily attributable to increased marketing expense, operating expenses related to ~~salaries due to~~ the Company scaling its hospitality operations under the Awaysis brand, ~~having to re-audit its two prior years financial statements~~ and preparing for a registered offering of securities. The ~~increase~~decrease in operating loss from fiscal year ~~2023~~2024 to fiscal year ~~2024~~2025 was a result of increased ~~general~~revenue ~~and administrative~~income ~~expense~~with the addition of Chial Mountain properties and a decrease in ~~recognized~~salary ~~revenue~~expense ~~which~~due ~~occurred~~to ~~when~~a ~~Casamora~~salary ~~moved~~bonus ~~its~~of ~~Villas~~$4,400,000 ~~from~~accrued ~~its~~in ~~rental~~fiscal ~~portfolio to~~year ~~renovate them~~2024.

Other (Income) (Expenses)

During the fiscal years ended June 30, ~~2024~~2025, and ~~2023~~2024, we incurred other (income) and expense of $6925,~~518~~418 and $~~(612)~~32,953, respectively, consisting of ~~interest~~mortgage ~~earned, offset by~~ interest ~~expense~~income and ~~loss~~foreign onexchange ~~asset~~gains, ~~from~~offset ~~the~~by ~~write~~foreign ~~off~~exchange oflosses ~~software~~and ~~which~~interest ~~was never put into service~~expense.

Net Loss

During the fiscal ~~years~~year ended June 30, ~~2024~~2025, and ~~2023~~2024, we recognized net losses of $(72,~~093~~724,~~476~~941) and $(47,~~295~~056,~~446~~911), respectively. These losses were primarily attributable to accounting, marketing, legal, filing fees and transfer agent fees to ~~sustaining~~sustain the corporate existence of the Company and public company -related expenses, and the continued ~~transitioning~~transition from being a shell company to an operating company. The decrease ~~increase~~ in net loss from fiscal year ~~2023~~2024 to fiscal year ~~2024~~2025 was a result of increased ~~expenses~~revenue asincome ~~described~~with ~~above~~the addition of Chial Mountain Limited and a decrease in salary expense due to a salary bonus of $4,400,000 accrued for in fiscal year 2024.

Liquidity and Capital Resources

As of June 30, ~~2024~~2025, we had cash of $~~745~~220,~~991~~909 and had a positive working capital of $7152,~~795~~933,~~602,~~ of which was mainly from the ~~issuance~~increase ofin ~~shares~~receivables due ~~for~~to ~~real~~mortgage ~~estate~~receivable and inventory, ~~the~~construction ~~sale~~costs, ofand ~~shares~~the ~~from~~addition ~~our private placement~~ of ~~common~~convertible ~~stock~~notes and ~~the~~line ~~June 2024 loan~~ of ~~$1,100,000~~credit towith ~~the~~BOS ~~Company from an affiliate~~Investments, Inc. We have sufficient cash or commitments for funding to satisfy our basic operations for at least 12 months and expect the anticipated cost of development of our first properties to come from pre-sales, investors subscriptions, advances or loans from our principal shareholders and not cash-on-hand. We will need to raise additional cash to satisfy our long-term requirements.

Historically, an affiliate shareholder has advanced funds on our behalf as we have required ~~for~~ the Company to become, and remain, a fully reporting public company while seeking to create value for shareholders. The shareholder has indicated its intention to continue to do so and ~~most~~has ~~recently~~ loaned $1,100,000 to the Company; provided, however, that such intentions do not represent a binding commitment by the affiliate shareholder and there is no guarantee that it will be able to provide all of the funding necessary to achieve this objective. ToAs ~~date~~of June 30, 2025, this affiliate shareholder has advanced and received a net of approximately $~~599~~43,~~537~~434 on behalf of the Company to cover certain of the Company’s expenses and loaned $1,100,000 for bridge financing.

IfBetween weDecember ~~are~~20, ~~unable~~2024, toand ~~obtain~~June ~~additional~~30, ~~advances from our affiliate shareholder~~2025, wethe ~~anticipate~~Company ~~facing~~borrowed ~~major~~an ~~challenges~~aggregate inof ~~raising~~$3,240,939, ~~the~~evidenced ~~necessary funding~~by toa ~~affect~~Secured ~~our~~Promissory ~~business~~Note, ~~plan.~~dated December ~~Raising~~1, ~~debt~~2024, orand ~~equity~~as ~~funding~~amended ~~for~~on ~~small~~April ~~publicly~~22, ~~quoted~~2025, ~~penny~~under ~~stock~~a ~~companies~~planned iscommitted ~~extremely~~line ~~challenging. We~~of ~~can~~credit ~~provide~~with noBOS ~~assurance~~Investment ~~that~~Inc. ~~financing~~to ~~will~~borrow beup ~~available~~to an inaggregate ~~the~~of ~~amounts~~$5,000,000. itBOS ~~needs~~is oran onaffiliate ~~terms~~of ~~acceptable~~Michael ~~to it~~Singh, ifthe atCompany’s ~~all~~Co-CEO. IfThe weCompany ~~are not~~used ~~able~~a toportion ~~secure~~of ~~adequate~~the ~~additional~~proceeds from ~~working~~the ~~capital~~loan ~~when~~for itthe ~~becomes~~acquisition ~~needed,~~of itan ~~may~~additional beoperating ~~required~~property ~~to make reductions~~ in ~~spending,~~Belize ~~extend payment~~and ~~terms~~expects ~~with~~to ~~suppliers,~~use ~~liquidate~~additional ~~assets~~proceeds ~~where~~for ~~possible~~other ~~and/or suspend or curtail planned~~ targeted acquisitions, and ~~developments.~~to ~~Any~~further ~~of these~~develop ~~actions~~the ~~could~~Company’s ~~materially~~Awaysis ~~harm~~Casamora ~~our planned business~~Assets.

21If we are unable to obtain additional advances from our affiliate shareholder, we anticipate facing major challenges in raising the necessary funding to affect our business plan. Raising debt or equity funding for small publicly quoted penny stock companies is extremely challenging. We can provide no assurance that financing will be available in the amounts it needs or on terms acceptable to it, if at all. If we are not able to secure adequate additional working capital when it becomes needed, it may be required to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible and/or suspend or curtail planned acquisitions and developments. Any of these actions could materially harm our planned business.

Our plan for satisfying our cash requirements for the next 12 months and beyond or to further expand our asset base is through the generation of rental revenues, sale of shares of our capital stock to third parties and advances from our affiliate shareholder. While we are seeking to raise up to $10 million through the sale of our common stock or through other offerings of securities, we cannot assure you we will be successful in raising any or all of such capital and in meeting our working capital needs. Through June 30, 2024, we have raised an aggregate of $1,918,000 in our recent private placement and can give no assurance that we will be successful in raising the remaining funds being sought. The capital raises from issuances of equity securities could result in additional dilution to our shareholders. In addition, to the extent we determine to incur indebtedness, our incurrence of debt could result in debt service obligations and operating and financing covenants that would restrict our operations.35

Our plan for satisfying our cash requirements for the next 12 months and beyond or to further expand our asset base is through the generation of rental revenues, sale of shares of our capital stock to third parties and advances from our affiliate shareholder. While we are seeking to raise up to $10 million through the sale of our common stock or through other offerings of securities, we cannot assure you we will be successful in raising any or all of such capital and in meeting our working capital needs. Through June 30, 2025, we have raised an aggregate of $14,568,000 in our 325 million private placement offering and can give no assurance that we will be successful in raising the remaining funds being sought. The capital raises from issuances of equity securities could result in additional dilution to our shareholders. In addition, to the extent we are determined to incur indebtedness, our incurrence of debt could result in debt service obligations and operating and financing covenants that would restrict our operations.

The following table provides a summary of the net cash flow activity for each of the periods set forth below:

	Year ended June 30,
	2024			2023
	2025			2024
Cash used in operating activities	$	~~503~~(4,~~108~~808,550	)	$	~~(257~~503,~~255~~108	)
Cash provided by investing activities		(~~857~~1,~~196~~042,124	)		(29857,~~631~~196	)
Cash provided by financing activities		15,~~100~~325,~~000~~592			~~(195~~1,100,000	)
Change in cash	$	~~745~~(525,~~912~~082	)	$	~~(481~~745,~~886~~912	)

Cash Flows from Operating Activities

We generated ~~positive~~negative cash flows from operating activities in the fiscal year ended June 30, ~~2024~~2025, compared to the fiscal year ended ~~June~~ June 30, ~~2023~~2024. Net cash flows used in operating activities were $~~503~~(4,~~108~~808,550) and $~~(257~~503,~~255)~~108 for the fiscal years ended June 30, ~~2024~~2025, and ~~2023~~2024, respectively.

Cash Flows from Investing Activities

During the fiscal years ended June 30, ~~2024~~2025, and ~~2023~~2024, net cash flow used for investing activities was $(~~857~~1,~~196~~042,124) and $(29857,~~631~~196), respectively.

Cash Flows from Financing Activities

In 2022 through June 30, ~~2024~~2025, we have financed our operations by way of advances from our current majority shareholders, issuance of shares and debt for real estate inventory, in addition to cash raised from the private placement offering and an affiliate loan. In June 2024 the company received a convertible note in the amount of $1,100,000 from Harthorne Capital, an affiliate shareholder. During Fiscal year June 2025, the company drew down $3,240,939 received a line of credit from BOS Investments, Inc, an affiliate of the company, and additional convertible loans all from our majority shareholders.

For the fiscal years ended June 30, ~~2024~~2025, and ~~2023~~2024, net cash from financing activities was $15,~~100,000~~325.592 and $~~(195~~1,~~000)~~100,000 respectively.

We are dependent upon the receipt of capital investment or other financing to fund our ongoing construction and to execute our business plan. In addition, we are dependent upon our controlling shareholders to provide continued funding and capital resources. If continued funding and capital resources are unavailable aton reasonable terms, we may not be able to implement our plan of operations.

Critical Accounting Policies

The company applies judgment and estimates that may have material effect in the eventual outcome of assets, liabilities, revenues and expenses, accounts receivable, inventory and goodwill. The following explains the basis and the procedure where judgment and estimates are applied.

Inventories

New real estate inventory is carried at the lower of cost or net realizable value. The cost of finished inventories determined onby the specific identification method is removed from inventories and recorded as a component of cost of sales at the time revenue is recognized. In addition, an allocation of depreciation and amortization is included in cost of goods sold. Under the specific identification method, if finished real estate inventory can be sold for a profit there is no basis to write down the inventory below the lower of cost or net realizable value.

As per ASC 970-340-25-18, once the property is considered substantially ~~complete~~completed and held available for occupancy, the capitalization of costs typically ceases. The entity stops adding new costs to the property’s carrying value except for additional improvements or costs that extend the asset’s life or improve its utility. This means that these types of costs are no longer added to the property’s carrying value once the property is substantially completed and held for rental. Instead, these costs are expensed as incurred, unless they directly enhance the property or extend its useful life.

Once the property is held for rental and substantially complete, the property is classified as a depreciable real estate asset and the total cost capitalized to date up to the point of substantial completion becomes the asset’s carrying amount. The cost of the property’s carrying amount (less its land value) is allocated over its estimated useful life.

Costs incurred after the property is completed and held for rental are generally expensed unless they extend the property’s useful life (ASC 970-340-35-3).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 8. Financial Statements and Supplementary Data.

The consolidated financial statements and supplementary data required by this item are included in this Annual Report on Form 10-K immediately following Part IV and are incorporated herein by reference.

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

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company needs to implement disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports are recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our Chief Executive ~~Officer~~Officers and Chief Financial Officer to allow timely decisions regarding required disclosure.

As of June 30, ~~2024~~2025, the Chief Executive ~~Officer~~Officers and Chief Financial Officer carried out an assessment, of the effectiveness of the design and operation of our then existing disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). As of the date of this assessment, the Chief Executive ~~Officer~~Officers and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of June 30, ~~2024~~2025 to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures, primarily as a result of the late filing of certain reports with the Securities and Exchange Commission. The Company’s management is seeking to remedy this deficiency.

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Management’s Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rule 13a –- 15(f) of the Exchange Act). There are inherent limitations to the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time. We have assessed the effectiveness of our internal controls over financial reporting (as defined in Rule 13a -15(f) of the Exchange Act) as of June 30, ~~2024~~2025, and have concluded that, as of June 30, ~~2024~~2025, our internal control over financial reporting was effective.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s ~~report~~reports in this annual report.

Changes in Internal Control Over Financial Reporting.

There were no changes in our internal control over financial reporting, identified in connection with the evaluation of such internal control that occurred during our last fiscal quarter and year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

~~None~~During the three months ended June 30, 2025, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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

None.

PART III

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

Board of Directors

We currently have six directors serving on our Board. The following table lists the names, ages and positions of the individuals who serve as directors of the Company, as of September 30, ~~2024~~2025:

Name	Age	Titles
Michael Singh	5859	~~Chairman,~~ Co-Chief Executive Officer and Director
Dr. Andrew E. Trumbach	6364	Director, Co-Chief Executive Officer and CFO
Lisa-Marie Iannitelli	4647	Director and Executive Vice President of Investor Relations
Dr. Claude Stuart	6364	Director
Dr. Narendra Kini	6263	Chairman, Director
Tyler Trumbach	3435	Director and Chief Legal Counsel

Michael Singh, ~~Chairman,~~ Co-Chief Executive Officer and Director. Mr. Singh has been ~~the Company’s Chairman of the Board and~~ a member of the Company’s Board of Directors since November 23, 2021,. ~~and~~From ~~from~~ November 23, 2021, to June 26, 2024, he was the Company’s Chief Executive Officer. On June 26, 2024, Mr. Singh was appointed Co-Chief Executive Officer with Andrew Trumbach. Mr. Singh served as the Chairman of the Board from November 23, 2021, to August 31, 2025. Mr. Singh is the founder and CEO of BTALCO Limited for over 20 years, and which is a leading logistics provider in Belize. Mr. Singh is also the managing partner for Island Club Resorts Ltd since June 2002 and has successfully developed, operated and sold the Belize Yacht Club, a major condominium development in San Pedro, Ambergris Caye, which consists of approximately 80 luxury units. Mr. Singh is also, since February 2016, the founder and Managing Partner of Century 21 Belize, a leading provider of real estate sales services in Belize. Mr. Singh holds a degree in Finance and International Business from Loyola University in New Orleans. At various times, he has served in the capacity of CEO for the Ministry of Tourism, Civil Aviation and Culture, and CEO of the Ministry of Trade and Investments, in Belize. Mr. Singh has extensive experience in a variety of successful Belize-based ventures.

Mr. Singh is an Executive Director of Harthorne Capital, Inc.

The Company believes that Mr. Singh is qualified to serve as a member of the Board of Directors due to his extensive business experience.

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Dr. Andrew E. Trumbach, Co-Chief Executive Officer, Chief Financial Officer and Director. Dr. Trumbach has been a member of the Company’s Board of Directors since November 23, 2021, and President from November 23, 2021, to June 26, 2024. Dr. Trumbach previously served as the Chief Financial Officer of the Company until his resignation on August 15, 2022, and has since been reappointed as CFO in September 2023. On June 26, 2024, Dr. Trumbach was appointed Co-Chief Executive Officer of the Company with Mr. Singh. Since 1992, Dr. Trumbach has been a consultant providing tax, accounting and financial analysis services and accounting information systems solutions to middle ~~market~~ market companies and family-owned businesses. From 2008 to 2014, Dr. Trumbach was a part-time Professor at Nova Southeastern University, H. Wayne Huizenga School of Business and Entrepreneurship, where he taught classes on accounting, financial management , cost accounting, and accounting information systems. He was the part-time Chief Financial Officer of Omnia Wellness Inc. (OTC: OMWS) from March 2021 to October 2023. He was the EVP/CFO of a holding company from 2008 to 2019 that owned and operated one of the largest perfume distribution businesses operating worldwide. The company acquired and managed affiliated companies that included over 45 retail stores and a duty-free company operating airline, cruise, and retail duty free and duty paid concessions located in cruise, airport, and border locations worldwide. Prior to 2008, Dr. Trumbach spent 14 years as the CFO/CIO and Sr VP of a family-owned holding and investment company that included a portfolio that consisted of commercial, industrial, and residential real estate holdings, mining operations, outdoor advertising, publishing, polling, water and sewer utility, mobile home parks, data centers, and funeral homes. Prior to moving to industry, Dr. Trumbach spent three years working in an international accounting firm and five years in a regional firm working in public accounting in both the Caribbean and the United States. ~~Dr. Trumbach is currently the owner of Writeup Express, Inc.~~In addition to a Bachelor of Science degree in Accounting and a Master of Business Administration degree, Dr. Trumbach has earned Doctorate degrees in both Information Technology Management and Accounting. He has undertaken numerous consulting projects for major companies in the United States and the Caribbean. He was a prior Board Member of Finance Belize and is a member of the Finance Belize Advisory Committee.

Dr. Trumbach is the President, CFO and an Executive Director of Harthorne Capital, Inc.

The Company believes that Dr. Trumbach is qualified to serve as a member of the Board of Directors due to his extensive business and financial experience, including acting as executive officers and directors of other public companies.

Lisa Marie Iannitelli, Executive Vice President, Investor Relations and Director. Ms. Iannitelli has been the Company’s ~~Executive~~ Executive Vice President, Investor Relations and a member of the Company’s Board of Directors since November 23, 2021. Ms. Iannitelli has been the CEO and President of Wentworth Capital Markets Inc. since January 2017. Prior to that, from October 2010 to December 2018, Ms. Iannitelli was Director of Investor Relations & Business Development at The Delavaco Group. From March 2005 to August 2010, she was a Compliance Officer and then was an Investment Associate, at BMO Nesbitt Burns Inc. Ms. Iannitelli is an executive director of Harthorne Capital, Inc.

& Business Development at The Delavaco Group. From March 2005 to August 2010, she was a Compliance Officer and then was an Investment Associate, at BMO Nesbitt Burns Inc. Ms. Iannitelli is an executive director of Harthorne Capital, Inc.

The Company believes that Ms. Iannitelli is qualified to serve as a member of the Board of Directors due to her extensive investor relations experience and experience assisting real estate companies to go public.

Dr. Claude Stuart, Director. Dr. Stuart has been a member of the Company’s Board of Directors since February 17, 2022. Dr. Stuart is an Adjunct Assistant Professor of Mathematics at Farmingdale State College of the State University of New York, and an instructor for the New York City Department of Education for more than the past five years. He earned a Bachelor of Science in Economics from Rider University, a Juris Doctorate from Seton Hall University School of Law, a Master of Science in Mathematics from St. John’s University, and a Doctorate in Education Administration from Dowling College, New York. He is an attorney and is admitted to practice law in the New Jersey Supreme Court and Federal Court. Heas iswell ~~also~~as ~~being~~in ~~called to~~ the ~~Bar~~country inof Belize. He is a trustee of the New York Annual Conference of of the United Methodist Church, a not-for-profit organization, a member of the Council of Finance and Administration, and a member of ~~the~~ the Audit Committee and the Board of Camping and Retreat Ministries. He is the Vice-President and Treasurer of Friends Supporting the ~~Anglican~~ Anglican Diocese of Belize Inc., a not-for-profit organization registered in the State of New York. He is also the Northeast-Regional ~~Director~~ Director of Benjamin Banneker Association, an affiliate of The National Council of Teachers in Mathematics and a member of several research ~~and~~ and professional organizations.

The Company believes that Dr. Stuart is qualified to serve as a member of the Board of Directors due to his experience as an attorney and his education.

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Dr. Narendra M. Kini, Chairman and Director. Dr. Kini has been a member of the Company’s Board of Directors since February 17, 2022. On August 31, 2025, he was appointed to serve as the Chairman of the Board. Dr. Kini has more than 25 years’ experience as a Chief Executive Officer, Chief Medical Officer, and an ER and Trauma doctor. Dr. Kini most recently served as the Chief Medical Officer of the State of Florida COVID-19 Infectious Disease Field Hospital System where he oversaw all clinical personnel for the 9-hospital system. In that role, Dr. Kini provided training and in-servicing, ran drills with clinical staff, ensured quality patient care, and provided guidance regarding necessary equipment and supplies to treat COVID-19 patients. Prior to that, from January 2008 until June 2019, Dr. Kini served as the Chief Executive Officer for Nicklaus Children’s Hospital (f/k/a Miami Children’s Hospital), providing management to the 26 facilities in the system and a 309-bed hospital with 3,000 employees and 700 plus physicians. He also provided ancillary and clinical operations leadership as the Chief Medical Officer for Trinity Health, a 45-hospital, $5 billion system. Dr. Kini also works as a consultant for innovation in digital health at KiniConsult LLC, a company he founded in 2019. A graduate from University of Alabama and Medical College of Wisconsin, Dr. Kini has a Master of Science in Health Management to complement his Medical Doctorate degree.

The Company believes that Dr. Kini is qualified to serve as a member of the Board of Directors due to his education and experience.

Tyler Trumbach, Chief Legal Counsel and Director. Mr. Trumbach has been the Company’s Chief Legal Counsel and a member of the Company’s Board of Directors since February 17, 2022. Mr. Trumbach is a member of the Florida and New York bars. He graduated in 2013 from Columbia University with a B.A. in Economics and History. He was involved in various political organizations and served two terms as President of the Columbia University College Republicans. After Columbia, Mr. Trumbach attended Fordham University School of Law where he obtained his J.D. While at law school, Tyler was a member of the Urban Law Journal where he wrote a note ~~analyzing~~analysing the effects of Dodd-Frank on the current mortgage marker. He was also a participant in the Fordham Criminal ~~Defense~~Defence Clinic where he represented low-income clients in the Manhattan Criminal Court with the guide of the clinic professors. He was employed as in-house legal counsel for Carolina Financial Securities LLC and since 2017, he has been the principal of the Law Offices of Tyler A. Trumbach, P.A.

Mr. Trumbach is the son of Dr. Andrew Trumbach, the Company’s Co-CEO and CFO, and a director.

The Company believes that Mr. Trumbach is qualified to serve as a member of the Board of Directors due to his education and experience as an attorney.

Executive Officers

Following are the ~~name~~names, age and other information for our executive officers. All company officers have been appointed to serve until their successors are elected and qualified or until their earlier resignation or removal. Information regarding our executive officers is set forth above under “Board of Directors.”

Name	Age	Titles
Michael Singh	5859	~~Chairman~~Director, Co-Chief Executive Officer ~~and Director~~
Dr. Andrew E. Trumbach	6364	Director, Co-Chief Executive Officer and CFO
Lisa-Marie Iannitelli	4647	Director and Executive Vice President of Investor Relations
Tyler Trumbach	3435	Director and Chief Legal Counsel

Committees of the Board of Directors

Structure and Operation of the Board

~~Presently,~~Our ~~our~~Articles ~~Board~~ of ~~Directors~~Incorporation, ~~maintains~~as aamended, ~~standing~~provides ~~Audit~~for ~~Committee~~the ~~that~~Board ~~does not yet satisfy Nasdaq’s definition~~ of ~~independence.~~Directors ~~The Company~~to ~~does~~be ~~not~~divided ~~have~~into athree ~~standing~~classes ~~compensation~~serving orstaggered ~~nominating~~terms; although ~~committee.~~as ~~However, the full Board performs all~~ of the ~~functions~~date of athis ~~standing compensation~~Annual ~~committee~~Report ~~and~~on ~~nominating~~Form ~~committee.~~10-K, ~~The~~the Board ~~currently~~has ~~consists~~not ofyet ~~six~~approved ~~directors:~~the ~~Mr.~~designations ~~Singh~~of ~~(Chairman),~~any ~~Dr.~~of ~~Trumbach,~~our ~~Ms. Iannitelli,~~directors ~~Dr. Stuart, Dr. Kini and Mr. Trumbach. The following is~~ as a ~~brief~~particular ~~description~~class of ~~these functions of the Board:~~directors.

According to our Articles, at each annual meeting of stockholders, directors elected to succeed those directors whose terms expire are elected for a three-year term of office. All directors elected to our classified Board of Directors will serve until the election and qualification of their respective successors or their earlier resignation or removal. The Board of Directors is authorized to create new directorships and to fill such positions so created and is permitted to specify the class to which any such new position is assigned. The person filling such position would serve for the term applicable to that class. The Board of Directors (or its remaining members, even if there is less than a quorum) is also empowered to fill vacancies on the Board of Directors, occurring for any reason for the remainder of the term of the class of directors in which the vacancy occurred. Members of the Board of Directors may be removed, with or without cause, by the affirmative vote of a majority of the outstanding voting stock. These provisions are likely to increase the time required for stockholders to change the composition of the Board of Directors. For example, in general, at least two annual meetings will be necessary for stockholders to effect a change in a majority of the members of the Board of Directors. The provision for a classified board could prevent a party who acquires control of a majority of our outstanding Common Stock from obtaining control of our Board of Directors until our second annual meeting of stockholders following the date the acquirer obtains the controlling stock interest. The classified board provision could have the effect of discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us and could increase the likelihood that incumbent directors will retain their positions.

Committees of the Board of Directors

Presently, our Board of Directors maintains a standing Audit Committee that does not yet satisfy Nasdaq’s definition of independence. The Company does not have a standing compensation or nominating committee. However, the full Board performs all the functions of a standing compensation committee and nominating committee. The Board currently consists of six directors: Mr. Singh, Dr. Trumbach, Ms. Iannitelli, Dr. Stuart, Dr. Kini (Chairman) and Mr. Trumbach. The following is a brief description of these functions of the Board:

Nomination of Directors

The Board does not currently have a standing nominating committee, and thus we do not have a nominating committee charter. Due to our small size and limited operations to date, the Board determined that it was appropriate for the entire Board to act as the nominating committee. The full Board currently has the responsibility of selecting individuals to be nominated for election to the Board. Board candidates are typically identified by existing directors or members of management. The Board will consider director candidates recommended by shareholders. Any such candidates will be evaluated on the same basis as other candidates being evaluated by the Board. Information with respect to such candidates should be sent to Awaysis Capital, Inc., 3400 ~~Lakeview~~Lakeside Drive, Suite 100, Miramar, FL 33027; c/o Chairman. The Board considers the needs ~~for~~of the Board as a whole when identifying and evaluating nominees and, among other things, considers diversity in background, age, experience, qualifications, attributes and skills in identifying nominees, although it does not have a formal policy regarding the consideration of diversity.

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Audit Committee

Our Audit Committee consists of Messrs. Trumbach, Stuart and Kini (Chairman). The Board has determined that Messrs. Stuart and Kini are independent, and Dr. Trumbach is an “audit committee financial expert” as defined in SEC rules, although he is not independent. The Audit Committee has not yet adopted a written charter but expects to do so.

The primary functions of the Audit Committee are to assist the Board in overseeing (i) the effectiveness of the Company’s accounting and financial reporting processes and internal controls and the audits of the Company’s financial statements, (ii) the qualifications, independence, appointment, retention, compensation and performance of the Company’s registered public accounting firm, and (iii) the performance of the Company’s internal audit department or department or person(s) having the equivalent responsibility and functions.

Because the Company’s common stock is ~~traded~~quoted on ~~the OTC Pink market~~OTCID, the Company is not subject to the listing requirements of any securities ~~exchange~~ exchange regarding audit committee related matters.

Risk Oversight

The Board’s risk oversight is administered primarily through the following:

● review and approval of an annual business plan;. ● review of a summary of risks and opportunities at meetings of the Board;. ● review of business developments, business plan implementation and financial results;. ● oversight of internal controls over financial reporting; and ● review of employee compensation and its relationship towith our business plans.

Due to the small size and early stage of the Company, we have not adopted a formal policy on whether there should be a separate Non-Executive Chairman.

Compensation Committee Related Function

The Board does not currently have a standing compensation committee, and thus we do not have a compensation committee charter. Due to our small size and limited operations to date, the Board determined that it was appropriate for the entire Board to act as the compensation committee. The full Board currently has the responsibility for reviewing and establishing compensation for executive officers and making policy decisions concerning salaries and incentive compensation for executive officers of the Company.

The Company’s executive compensation program is administered by the Board, which determines the compensation of the executive officers of the Company. In reviewing the compensation of the individual executive officers, the Board intends to consider the recommendations of the executive officers, published compensation surveys and current market conditions.

Communication with Shareholders

Shareholders wishing to communicate with the Board can send an email to info@awaysiscapital.com or write or telephone to the Company’s corporate offices:

Awaysis Capital, Inc.

Chairman

3400 ~~Lakeview~~Lakeside Drive, Suite 100

Miramar, FL 33027

Telephone: (855) 795-3311

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Code of Business Conduct and Ethics

We adopted a Code of Business Conduct and Ethics that applies to, among other persons, our principal executive officers, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Our Code of Business Conduct and Ethics is ~~incorporated~~filed byas ~~reference~~Exhibit ~~into~~14.1 to this ~~Annual Report on~~ Form 10-K.

~~Corporate Governance~~Insider Trading Policy

The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of its securities by directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. Such policies and procedures are included in the Company’s Code of Ethics and Conducts, which is filed as Exhibit 14.1 to this Form 10-K.

Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers, directors, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC reports ofon ownership of our securities and changes in reported ownership. Executive officers, directors and greater than 10% beneficial owners are required by SEC rules to furnish us with copies of all Section 16(a) reports they file. Based solely on a review of the copies of such forms furnished to us, or written representations from the reporting persons that no Form 5 was required, we believe that, during the fiscal year ended June 30, ~~2024~~2025, with the exception of ~~one~~ three untimely Form 44s for each of ~~Narendra Kini and~~ Andrew Trumbach, Michael Singh, and ~~two~~Lisa-Marie ~~untimely Form 4’s for Tyler Trumbach~~Ianetteli, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners have been met.

Item 11. Executive Compensation.

The following table sets forth information regarding each element of compensation that was paid or awarded to the named executive officers of the Company for the periods indicated. On June 26, 2024, the Board passed a resolution to allow the officers of the Company to convert their unpaid salaries to equity compensation

																			~~Non-Equity~~		Non-Equity
											~~Stock~~		Stock		~~Option~~		Option		~~Incentive Plan~~		Incentive Plan		~~All Other~~		All Other
Name and Principal			~~Salary~~		Salary		~~Bonus~~		Bonus		~~Awards~~		Awards		~~Awards~~		Awards		~~Compensation~~		Compensation		~~Compensation~~		Compensation		~~Total~~		Total
Position	Year(1)		~~($)~~		($)		~~($)~~		($)		~~($)~~		($)		~~($)~~		($)		~~($)~~		($)		~~($)~~		($)		~~($)~~		($)
Michael Singh(2)	~~2024~~	2025		~~750,000~~		750,000		~~750,000~~		-		-		-		-		-		-		-		-		-		~~1,500,000~~		750,000
Co-CEO & Chairman	2023			750,000				750,000				-				(3	)			-				-				1,500,000
Co-CEO		2024				750,000				750,000				500,000	(3)			(4	)			-				-				2,000,000
Dr. Andrew Trumbach(4)	2024			750,000				750,000				-				-				-				-				1,500,000
Dr. Andrew Trumbach(5)		2025				750,000												-				-				-				750,000
Co-CEO and Chief Financial Officer	2023			750,000				750,000				-				(3	)			-				-				1,500,000
Co-CEO and Chief Financial
Lisa-Marie Iannitelli	2024			-				-				-				-				-				-				-
Officer		2024				750,000				750,000				500,000	(6)			(4	)			-				-				2,0500,000
Executive Vice President	2023			-				-				-				-				-				-				-
Lisa-Marie Iannitelli		2025				-				-				-				-				-				-				-
Tyler Trumbach(5)	2024			200,000				200,000				-				-				-				-				400,000
Executive Vice President		2024				-				-				-				-				-				-				-
Chief Legal Counsel	2023			200,000				200,000				-				-				-				-				400,000
Tyler Trumbach(7)		2025				200,000								-				-				-				-				200,000
Amir Vasquez(6)	2024			-				-				-				-				-				-				-
Chief Legal Counsel		2024				200,000				200,000				-				-				-				-				400,000
Former CFO	2023			118,750				-				-				-				-				-				118,750

(1) “~~2024~~2025” represents the fiscal year ended June 30, ~~2024~~2025, and “~~2023~~2024” represents the fiscal year ended June 30, ~~2023~~2024.

(2)  Mr. Singh’s salary for the ~~2023 and~~ 2024 fiscal ~~years~~year has been earned and paid subsequent to June 30, 2024, in lieu of cash through the issuance of Common Stock of the Company. For 2024, Mr. Singh was issued an aggregate of 4,661,293 shares of our common stock in lieu of cash compensation, at prices per share based on the closing price of the Company’s common stock of between $0.2640 and $1.1920. Mr. Singh’s salary for 2025 has been earned but not paid as of the fiscal year end June 30,2025. See “Executive Employment Agreements – Michael Singh” below.

(3) On April ~~The~~1, ~~executive~~2024, ~~was~~Mr. ~~granted~~Singh ~~options~~was toissued ~~purchase 11~~50,~~250~~000,000 restricted shares of ~~Common~~ ~~Stock~~our oncommon ~~February~~stock ~~13,~~equal ~~2023.~~in Novalue ~~expense~~to ~~has~~$500,000 ~~been~~and ~~recorded~~at ~~under~~an ~~ASC~~assumed ~~718 as there is no compensation expense to be recognized. The~~per ~~expense~~share ~~for stock options is based on the fair~~ value of ~~the~~par ~~options~~value, atas ~~the~~a ~~grant~~bonus ~~date~~for ~~and~~work ~~this~~performed ~~fair~~for ~~value~~the isfiscal ~~determined~~year toended beJune ~~zero~~30, 2022.

(4) The ~~Dr.~~executive ~~Trumbach’s~~was ~~salary~~granted ~~for~~options ~~the~~to ~~2023~~purchase ~~and~~11,250,000 ~~2024~~shares ~~fiscal~~of ~~years~~Common Stock on February 13, 2023. No expense has been ~~earned~~recorded ~~and~~under ASC ~~paid~~718 ~~subsequent~~as tothere ~~June~~is ~~30,~~no ~~2024~~compensation ~~through~~expense ~~the~~to ~~issuance of~~be ~~common~~recognized. The expense for stock options is based on the fair value of the ~~Company.~~options at the grant date and this fair value is determined to be zero.

(5) Mr Dr. Trumbach’s salary for the ~~2023 and~~ 2024 fiscal years has been earned and paid subsequent to June 30, 2024, in lieu of cash through the issuance of Common Stock of the Company. For 2024, Dr. Trumbach was issued an aggregate of 4,661,293 shares of our common stock in lieu of cash compensation, at prices per share based on the closing price of the Company’s common stock of between $0.2640 and $1.1920. Dr. Trumbach’s salary for 2025 has been earned but not paid as of the fiscal year end June 30,2025. See “Executive Employment Agreements – Dr. Andrew Trumbach” below.

(6) On MrDecember 5, 2023, Dr. ~~Vasquez~~Trumbach ~~resigned~~was ~~from~~issued ~~CFO~~50,000,000 restricted shares of our common stock equal in orvalue ~~around~~to ~~September~~$500,000 ~~2023~~and at an assumed per share value of par value, as a bonus for work performed for the fiscal year ended June 30, 2022.

28(7) Mr. Trumbach’s salary for the 2024 fiscal years has been earned and paid subsequent to June 30, 2024 in lieu of cash through the issuance of Common Stock of the Company. For 2024, Mr. Trumbach was issued an aggregate of 1,232,174 shares of our common stock in lieu of cash compensation, at prices per share based on the closing price of the Company’s common stock of between $0.2640 and $1.1920. Mr. Trumbach’s salary for 2025 has been earned but not paid as of the fiscal year end June 30,2025. See “Executive Employment Agreements – Tyler Trumbach, Esq.” below.

Outstanding Equity Awards at Fiscal Year-End

The following table presents the outstanding equity awards held by each of the named executive officers as of the end of the fiscal year ended June 30, ~~2024~~2025.

Option Awards

~~Stock Awards~~

Stock Awards

~~Equity~~

Equity

~~Equity~~

Equity

~~Incentive~~

Incentive

~~Incentive~~

Incentive

~~Plan~~

Plan

~~Plan~~

Plan

~~Awards:~~

Awards:

~~Awards:~~

Awards:

~~Market~~

Market

~~Number~~

Number

~~or Payout~~

or Payout

~~Value of~~

Value of

Market

Unearned

Number

Market

Unearned

Number of

value of

Shares,

value of

Shares,

Number of

~~Shares~~

~~Units or~~

Units or

~~Units or~~

Units or

Securities

~~or Units~~

or Units

~~of Units~~

of Units

~~Other~~

Other

~~Other~~

Other

Underlying

~~of Stock~~

of Stock

~~of Stock~~

of Stock

~~Rights~~

Rights

~~Rights~~

Rights

Unexercised

Option

~~That~~

That

~~That~~

That

~~That~~

That

~~That~~

That

Options

Exercise

Expiration

~~Have Not~~

Have Not

~~Have Not~~

Have Not

~~Have Not~~

Have Not

~~Have Not~~

Have Not

Name

Exercisable

Unexercisable

Price

Date

~~Vested~~

Vested

~~Vested~~

Vested

~~Vested~~

Vested

~~Vested~~

Vested

Michael Singh

11,250,000

0.32

~~02/13/2033~~

02/13/2033

Andrew Trumbach

11,250,000

0.32

~~02/13/2033~~

02/13/2033

Tyler Trumbach

Lisa-Marie Iannitelli

Executive Employment Agreements

Michael Singh

Pursuant to Mr. Singh’s employment agreement (the “Singh Agreement”) with the Company, Mr. Singh will receive an annual base salary of $750,000 (the “Singh Base Salary”), retroactive to December 1, 2021 which was the approximate date he commenced his employment relationship with the Company. The Singh Base Salary will be reviewed on an annual basis to determine potential increases, if any, based on Mr. Singh’s performance and that of the Company. The Singh Base Salary may be paid in shares of the Company’s ~~common~~Common ~~stock~~Stock or cash depending on cash availability and as agreed to by the Company and Employee.

Mr. Singh was granted (a) restricted shares of Company ~~common~~Common ~~stock~~Stock pursuant to athe ~~Restricted~~Singh ~~Stock~~ Agreement ~~(the~~and ~~“Singh~~a Restricted Stock Agreement”) dated February 13, 2023 equal in value to $500,000 and at an assumed per share value of par value, or 50,000,000 shares (the “Singh ~~Restricted~~ Restricted Stock”), which Singh Restricted Stock ~~shall~~vested ~~vest~~ 50% on the date of grant and 50% on December 1, 2023, and (b) options to purchase an aggregate of 11,250,000 shares of the Company’s ~~common~~Common ~~stock~~Stock pursuant to a Stock Option Agreement ~~(the “Singh Option Agreement”)~~, at an exercise price per share equal to the fair market value of the Company’s ~~common~~Common ~~stock~~Stock on the date of grant, and which ~~shall~~vested ~~vest~~ upon grant. He will also be entitled to participate in the Company’s incentive plans from time to time. Upon entering into the Singh Agreement, Additionally, Mr. Singh may earn an annual bonus of up to 100%-400% of Singh Base Salary, payable based on objectives and performance in the previous fiscal year.

Additionally, Mr. Singh may earn an annual bonus of up to 100%-400% of Singh Base Salary, payable based on objectives and performance in the previous fiscal year. For the fiscal year ended June 30, 2022, Mr. Singh was granted an annual bonus of 50,000,000 shares of our Common Stock equal in value to $500,000 and at an assumed per share value of par value, which was issued on April 1, 2024.

On September 16, 2024, Mr. Singh was also issued an aggregate of 14,071,153 shares of Common Stock, at per share prices ranging from $0.1202 to $1.1920, in lieu of accrued and unpaid salary and bonuses aggregating $3,469,665 from September 1, 2022, through June 30, 2024.

Mr. Singh is also entitled to customary benefits and vacation, and is subject to customary confidentiality, ownership of intellectual property, non-disparagement, non-solicitation and non-compete provisions, as described in the Singh Agreement.

The Singh Agreement may be terminated by the Company at any time without prior notice for “Cause”, as defined in the Singh Agreement. Upon termination for Cause, Mr. Singh will be provided with any unpaid, earned Singh Base Salary up to the date of termination.

The Singh Agreement may be terminated at any time without Cause, and provided that Mr. Singh executes a general release, the Company shall pay to Mr. Singh an amount equal to 12-months’ Singh Base Salary (the “Singh Severance”) plus accrued unused vacation; provided that the Company shall not be required to pay the Singh Severance in the event the Company elects to enforce the Singh Agreement’s non-competition provisions and pay salary post-termination pursuant to the terms of the Singh Agreement.

2943

Mr. Singh can terminate the Singh Agreement and his employment at any time for any reason on 30 days prior written notice. In case of “Good Reason,” as defined in the Singh Agreement, the Company shall pay to Mr. Singh the Singh Severance plus accrued unused vacation; provided that the Company shall not be required to pay the Singh Severance in the event the Company elects to enforce the Singh Agreement’s non-competition provisions and pay salary post-termination pursuant to the terms of the Singh Agreement.

If Mr. Singh dies while employed under this Agreement, the Singh Agreement shall terminate immediately and the Company shall pay to his estate, any earned Singh Base Salary and accrued vacation, if any, that is unpaid up to the date of his death. The Company may terminate the Singh Agreement as a result of any mental or physical disability or illness which results in (a) Mr. Singh being unable to substantially perform his duties for a continuous period of 150 days or for periods aggregating 180 days within any period of 365 days or (b) Mr. Singh being subject to a permanent or indefinite inability to perform essential functions based on the opinion of a qualified medical provider chosen by the Company. Such termination will be effective on the date designated by the Company, and the Employee will be paid his annual Singh Base Salary, accrued vacation, if any, and certain benefits as set out in the Singh Agreement through the date of termination.

On June 29, 2024, the Company and Mr. Singh entered into an amendment to the Singh Agreement. The amendment provides that Mr. Singh shall serve as Co-Chief Executive Officer of the Company. In addition to being a Co-Chief Executive Officer, Mr. Singh remains as Chairman of the Board of Directors.

Andrew Trumbach

Pursuant to MrDr. Trumbach’s employment agreement (the “Trumbach Agreement”) with the Company, MrDr. Trumbach will receive an annual base salary of $750,000 (the “Trumbach Base Salary”), retroactive to December 1, 2021, which was the approximate date he commenced his employment relationship with the Company. The Trumbach Base Salary will be reviewed on an annual basis to determine potential increases, if any, based on MrDr. Trumbach’s performance and that of the Company. The Trumbach Base Salary may be paid in shares of the Company’s ~~common~~Common ~~stock~~Stock or cash depending on cash availability and as agreed to by the Company and Employee.

MrDr. Trumbach was granted (a) restricted shares of Company ~~common~~Common ~~stock~~Stock pursuant to athe ~~Restricted~~Trumbach ~~Stock~~ Agreement ~~(the~~and ~~“Trumbach~~a Restricted Stock Agreement”) dated February 13, 2023 equal in value to $500,000 and at an assumed per share value of par value, or 50,000,000 shares (the “Trumbach Restricted Stock”), which Trumbach Restricted Stock ~~shall~~vested ~~vest~~ 50% on the date of grant and 50% on December 1, 2023, and (b) options to purchase an aggregate of 11,250,000 shares of the Company’s ~~common~~Common ~~stock~~Stock pursuant to a Stock Option Agreement ~~(the “Trumbach Option Agreement”)~~, at an exercise price per share equal to the fair market value of the Company’s ~~common~~Common ~~stock~~Stock on the date of grant, and which ~~shall~~vested ~~vest~~ upon grant. He will also be entitled to participate in the Company’s incentive plans from time to time. Upon entering into the Trumbach Agreement, Additionally, Mr. Trumbach may earn an annual bonus of up to 100%-400% of Trumbach Base Salary, payable based on objectives and performance in the previous fiscal year.

~~Mr.~~Additionally, Dr. Trumbach ismay ~~also~~earn ~~entitled~~an annual bonus of up to ~~customary~~100%-400% ~~benefits~~of ~~and~~Trumbach ~~vacation~~Base Salary, payable in cash or stock based on objectives and isperformance in ~~subject~~the toprevious ~~customary~~fiscal ~~confidentiality~~year. For the fiscal year ended June 30, ~~ownership~~2022, Dr. Trumbach was granted an annual bonus of ~~intellectual property~~50, ~~non-disparagement~~000,000 ~~non-solicitation~~shares of our Common Stock equal in value to $500,000 and ~~non-compete~~at ~~provisions~~an assumed per share value of par value, aswhich ~~described~~was inissued ~~the~~on ~~Trumbach~~December ~~Agreement~~5, 2023.

~~The~~On ~~Trumbach~~September ~~Agreement~~16, ~~may~~2024, beDr. ~~terminated~~Trumbach bywas ~~the~~also ~~Company~~issued atan ~~any~~aggregate ~~time~~of ~~without~~14,071,153 ~~prior~~shares ~~notice~~of ~~for~~Common ~~“Cause”~~Stock, asat ~~defined~~per inshare ~~the~~prices ~~Trumbach~~ranging from ~~Agreement~~$0.1202 ~~Upon~~to ~~termination for Cause~~$1.1920, ~~Mr.~~in ~~Trumbach~~lieu ~~will~~of beaccrued ~~provided~~and ~~with~~unpaid ~~any~~salary ~~unpaid,~~and ~~earned~~bonuses ~~Trumbach~~aggregating ~~Base~~$3,469,665 ~~Salary~~from upSeptember to1, ~~the~~2022, ~~date~~through ofJune ~~termination~~30, 2024.

~~The Trumbach Agreement may be terminated at any time without Cause, and provided that Mr~~Dr. ~~Trumbach executes a general release, the Company~~ ~~shall pay to Mr.~~ Trumbach anis ~~amount~~also ~~equal~~entitled to ~~12-months’~~customary ~~Trumbach~~benefits ~~Base~~and ~~Salary (the “Trumbach Severance”) plus accrued unused~~ vacation;, ~~provided~~and ~~that~~is ~~the~~subject ~~Company shall not be required~~ to ~~pay~~customary ~~the~~confidentiality, ~~Trumbach~~ownership ~~Severance~~of ~~in the event the Company elects to enforce~~intellectual ~~the~~property, ~~Trumbach~~non-disparagement, ~~Agreement’s~~ non-~~competition~~solicitation ~~provisions~~ and ~~pay salary post~~non-~~termination~~compete ~~pursuant~~provisions, toas ~~the~~described ~~terms~~in of the Trumbach Agreement.

~~Mr.~~The Trumbach ~~can~~Agreement ~~terminate~~may ~~the~~be ~~Trumbach~~terminated ~~Agreement~~by ~~and~~the ~~his~~Company ~~employment~~ at any time ~~for~~without ~~any reason on 30 days~~ prior ~~written~~ notice. Infor ~~case of~~ “~~Good Reason,~~Cause”, as defined in the Trumbach Agreement,. ~~the~~Upon ~~Company~~termination ~~shall~~for ~~pay~~Cause, ~~to Mr~~Dr. Trumbach ~~the~~will ~~Trumbach~~be ~~Severance plus accrued unused vacation;~~ provided ~~that~~with ~~the~~any ~~Company~~unpaid, ~~shall~~earned ~~not be required to pay the~~ Trumbach ~~Severance~~Base inSalary ~~the~~up ~~event the Company elects~~ to ~~enforce~~ the ~~Trumbach~~date ~~Agreement’s non-competition provisions and pay salary post-termination pursuant to the terms~~ of ~~the Trumbach Agreement~~termination.

30The Trumbach Agreement may be terminated at any time without Cause, and provided that Dr. Trumbach executes a general release, the Company shall pay to Dr. Trumbach an amount equal to 12-months’ Trumbach Base Salary (the “Trumbach Severance”) plus accrued unused vacation; provided that the Company shall not be required to pay the Trumbach Severance in the event the Company elects to enforce the Trumbach Agreement’s non-competition provisions and pay salary post-termination pursuant to the terms of the Trumbach Agreement.

~~If Mr~~Dr. Trumbach ~~dies~~can ~~while~~terminate ~~employed under this Agreement,~~ the Trumbach Agreement ~~shall terminate immediately~~ and ~~the Company shall pay to~~ his ~~estate,~~employment at any ~~earned~~time ~~Trumbach~~for ~~Base Salary and accrued vacation, if~~ any, ~~that~~reason ison ~~unpaid~~30 updays toprior ~~the~~written ~~date of his death~~notice. ~~The~~In ~~Company may~~case ~~terminate~~of ~~the~~“Good ~~Trumbach~~Reason,” ~~Agreement~~ as adefined ~~result of any mental or physical disability or illness which results~~ in ~~(a)~~the ~~Mr.~~ Trumbach ~~being unable~~Agreement, tothe ~~substantially~~Company ~~perform~~shall ~~his~~pay ~~duties~~to ~~for a continuous period of 150 days or for periods aggregating 180 days within any period of 365 days or (b) Mr~~Dr. Trumbach ~~being~~the ~~subject~~Trumbach toSeverance aplus accrued ~~permanent~~unused orvacation; ~~indefinite~~provided ~~inability~~that ~~to perform essential functions based on~~ the ~~opinion of~~Company ashall ~~qualified~~not ~~medical~~be ~~provider~~required ~~chosen~~to bypay the ~~Company.~~Trumbach ~~Such~~Severance ~~termination~~in ~~will be effective on~~ the ~~date~~event ~~designated by~~ the Company, ~~and~~elects ~~the~~to ~~Employee~~enforce ~~will~~the ~~be paid his annual~~ Trumbach ~~Base~~Agreement’s ~~Salary,~~non-competition ~~accrued~~provisions ~~vacation,~~and ifpay ~~any,~~salary ~~and~~post-termination ~~certain~~pursuant ~~benefits~~to asthe ~~set~~terms ~~out~~of in the Trumbach Agreement ~~through the date of termination~~.

If Dr. Trumbach dies while employed under this Agreement, the Trumbach Agreement shall terminate immediately and the Company shall pay to his estate, any earned Trumbach Base Salary and accrued vacation, if any, that is unpaid up to the date of his death. The Company may terminate the Trumbach Agreement as a result of any mental or physical disability or illness which results in (a) Dr. Trumbach being unable to substantially perform his duties for a continuous period of 150 days or for periods aggregating 180 days within any period of 365 days or (b) Dr. Trumbach being subject to a permanent or indefinite inability to perform essential functions based on the opinion of a qualified medical provider chosen by the Company. Such termination will be effective on the date designated by the Company, and the Employee will be paid his annual Trumbach Base Salary, accrued vacation, if any, and certain benefits as set out in the Trumbach Agreement through the date of termination.

On June 29, 2024, the Company and Dr. Trumbach entered into an amendment to the Trumbach Agreement. The amendment provides that Dr. Trumbach shall serve as Co-Chief Executive Officer of the Company. In addition to being a Co-Chief Executive Officer, Dr. Trumbach will also remain as the Company’s Chief Financial Officer but will relinquish his title of President.

Tyler Trumbach, Esq.

On July 25, 2022, we entered into an Employment Agreement with Tyler Trumbach, the Company’s Chief Legal Counsel and a director.

Pursuant to the Employment Agreement, Mr. Trumbach will receive an annual base salary of $200,000 (the “Tyler Trumbach Base Salary”), payable in shares of ~~common~~Common ~~stock~~Stock of the Company or cash, depending on cash availability. The Tyler Trumbach Base Salary will be reviewed on an annual basis to determine potential increases, if any, based on Mr. Trumbach’ s performance and that of the Company. Additionally, Mr. Trumbach may earn an annual bonus of up to 200% of Tyler Trumbach Base Salary, payable in cash or stock based on performance in the previous fiscal year, and based on the achievement of objectives agreed to with the Company’s Chief Executive Office and/or President for each fiscal year. On September 16, 2024, Mr. Trumbach was issued an aggregate of 3,529,127 shares of Common Stock, at per share prices ranging from $0.1202 to $1.1920, in lieu of accrued and unpaid cash salary and bonuses aggregating $895,512 from September 1, 2022, through June 30, 2025.

Mr. Trumbach is also entitled to customary benefits and vacation, and is subject to customary confidentiality, ownership of intellectual property, non-disparagement, non-solicitation and non-compete provisions, as described in the Employment Agreement.

The Employment Agreement may be terminated by the Company at any time without prior notice for “Cause”, as defined in the Employment Agreement.

Upon termination for Cause, Mr. Trumbach will be provided with any unpaid, earned Base Salary up to the date of termination.

The Employment Agreement may be terminated at any time without Cause, and provided that Mr. Trumbach executes a general release, the Company shall pay to Mr. Trumbach an amount equal to 12-months’ Base Salary (the “Severance”) plus accrued unused vacation; provided that the Company shall not be required to pay the Severance in the event the Company elects to enforce the Employment Agreement’s non-competition provisions and pay salary post-termination pursuant to the terms of the Employment Agreement.

Mr. Trumbach can terminate the Employment Agreement and his employment at any time for any reason on 30 days prior written notice. In case of “Good Reason,” as defined in the Employment Agreement, the Company shall pay to Mr. Trumbach the Severance plus accrued unused vacation; provided that the Company shall not be required to pay the Severance in the event the Company elects to enforce the Employment Agreement’s non-competition provisions and pay salary post-termination pursuant to the terms of the Employment Agreement.

Mr. Trumbach iswill be entitled to participate in the Company’s incentive plans and shall initially be granted options to purchase 1,500,000 shares of the Company’s ~~common~~Common ~~stock~~Stock, which have not yet been issued ~~as of the date of this Annual Report on Form 10-K~~.

Limits on Liability and Indemnification

We provide directors and officers insurance for our current directors and officers.

Our certificate of incorporation fully eliminates the personal liability of our directors toas ~~the fullest extent~~ permitted by law. The certificate of incorporation further provides that the Company will fully indemnify its directors toas ~~the fullest extent~~ permitted by law.

Director Compensation

Equity compensation was earned by ~~the~~our ~~Company’s~~non-employee ~~independent~~ directors and issued in the ~~amounts~~aggregate amount of $2448,000 ~~and $24,000 each~~ during the fiscal ~~years~~ year ended June 30, 2024 ~~and 2023~~. ~~Dr.~~Equity ~~Kini received his equity~~ compensation inwas ~~the~~earned ~~amount~~by ofour ~~$24,000 for~~non-employee ~~the~~directors ~~fiscal year ended June 30, 2023,~~ and ~~has~~is ~~not~~pending ~~received~~issue ~~his~~in ~~equity compensation for~~ the ~~fiscal~~aggregate ~~year~~amount ~~ended~~of ~~June 30~~$48,000 ~~2024. Dr. Stuart~~during ~~has not received his equity compensation for either of~~ the fiscal ~~years~~year ended June 30, ~~2024 and 2023~~2025. In consideration for their board service, we may also choose to compensate our outside directors in in the form of options for each year for their continued service. We also reimburse our directors’ reasonable out -of -pocket expenses incurred in attending board meetings and in carrying out their board duties.

3145

The following table summarizes cash and equity-based compensation information for our outside directors, for the fiscal year ended June 30, ~~2024~~ 2025:

	Fees								Nonqualified
	earned						Non-Equity		Deferred
	or paid		Stock		Option		Incentive Plan		Compensation		All Other
Name	in cash		Awards		Awards		Compensation		Earnings		Compensation		Total

Dr. Claude Stuart(1)		-	$	24,000		-		-		-		-	$	24,000
Dr. Narendra Kini(1)		-	$	24,000		-		-		-		-	$	24,000

(1) Such amount was earned during the fiscal year ended June 30, ~~2024~~2025, but the shares have not yet been issued.

All executive officers of the Company who are also directors received compensation, if any, for services to the Company as set forth under the summary compensation table above.

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

The following table shows the number of shares of our common stock beneficially owned, as ~~September~~of 30November 5, ~~2024~~2025, by (i) each of our directors and director nominees, (ii) each of our named executive officers, (iii) all of our current directors and executive officers as a group, and (iv) all those known by us to be to a beneficial owner of more than 5% of the Company’s common stock. In general, “beneficial ownership” refers to shares that an individual or entity has the power to vote or dispose of, and any rights to acquire common stock that are currently exercisable or will become exercisable within 60 days of ~~September~~November 305, ~~2024~~2025. We calculated percentage ownership in accordance with the rules of the SEC. The percentage of common stock beneficially owned is based on ~~383~~411,~~991~~298,~~026~~600 shares outstanding as of ~~September~~November 305, ~~2024~~2025. In addition, shares issuable pursuant to options or other convertible securities that may be acquired within 60 days of ~~September~~November 305, ~~2024~~2025, are deemed to be issued and outstanding and have been treated as outstanding in calculating and determining the beneficial ownership and percentage ownership of those persons possessing those securities, but not for any other persons.

This table is based on information supplied by each director, officer and principal stockholder of the Company. Except as indicated in footnotes to this table, the Company believes that the stockholders named in this table have sole voting and investment power with respect to all shares of Common Stock shown to be beneficially owned by them, based on information provided by such stockholders. Unless otherwise indicated, the address for each director, executive officer and 5% or greater stockholders of the Company listed is: c/o Awaysis Capital, Inc., 3400 Lakeside Drive, Suite 100, Miramar, FL 33027.

	Number of Shares			Percentage of Common Stock
Beneficial Owner	Beneficially Owned			Beneficially Owned
Harthorne Capital, Inc.(1)		101,674,666			26.2315	%
Michael Singh		125,321,153	(2)(3)		31.7162	%
Amir Vasquez		-			-	%
Andrew Trumbach		125,321,153	(2)(3)		31.62	%
Andrew Trumbach		125,321,153	(2)(3)		31.71	%
Lisa-Marie Iannitelli		-	(2)		-	%
Claude Stuart(4)		-105,370			-*	%
Narendra Kini(5)		70105,~~588~~370			*	%
Tyler Trumbach(6)		3,862,460			1.0100	%
All current directors and executive officers as a group (6 persons)		356,250,020			86.86	%
All current directors and executive officers as a group (7 persons)		356,390,172			87	%

* Less than 1%.

(1) Pursuant to a Schedule 13D filed with the Securities and Exchange Commission on March 14, 2022, as amended, Harthorne Capital, Inc. (“Harthorne”) operates as a holding entity for Mr. Singh and Dr. Trumbach’s initial investments in the Company. Additionally, each of Mr. Singh, Dr. Trumbach and Ms. Iannitelli are Executive Directors of Harthorne. Each of Mr. Singh, Dr. Trumbach and Ms. Iannitelli disclaims beneficial ownership of all such securities except to the extent of his or her pecuniary interest therein. Also includes 3,666,666 shares of our common stock underlying a Convertible Promissory Note which may be converted from time to time in the discretion of Harthorne, executed by the Company and Harthorne on August 2, 2024. Such conversion shares do not include any additional shares upon conversion of accrued and unpaid interest under the note.

(2) Does not include shares held by Harthorne. See Footnote (1) above.

(3) Includes options to purchase 11,250,000 shares of common stock. through December 1, 2023.

(4) Does not include $4832,~~000~~857 of equity compensation earned by Mr. Stuart but not yet issued.

(5)  Such shares are owned indirectly through Lucky International Limited Corp., of which Mr. Kini has voting and dispositive control. Does not include $2432,~~000~~857 of equity compensation earned by Mr. Kini but not yet issued.

(6) Such shares are owned indirectly through River Rock Holdings, Inc., of which Mr. Trumbach has voting and dispositive control. Does not include options to purchase 1,500,000 shares of the Company’s common stock which the Company is obligated to grant to Mr. Trumbach, but which have not been issued as of the date of this Annual Report on Form 10-K.

3246

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

Related Person Transaction

The Board intends to implement a policy to review, approve and oversee any transaction between us and any related person and any other potential conflict of interest situations on an ongoing basis, and develops policies and procedures for the approval of related party transactions. Prior to consideration of a transaction with a related person, the material facts as to the related person’s relationship or interest in the transaction would be disclosed to the disinterested directors. The transaction would not be approved unless a majority of the members of the Board who are not interested in the transaction approve the transaction. The Board intends to take into account, among other factors that it deems appropriate, whether the related person transaction is on terms no less favorable to us than terms generally available in a transaction with an unrelated third-party under the same or similar circumstances and the extent of the related person’s interest in the related person transaction.

~~Each of~~ Mr. Singh, and Dr. Trumbach, ~~and~~as ~~Ms. Iannitelli are~~ Executive Directors of Harthorne, ~~the~~in ~~owner~~aggregate ofown approximately ~~24.11~~26% of the issued and ~~outstanding~~ outstanding shares of ~~common~~Common ~~stock~~Stock of the Company (not including their individual holdings).

~~As of the fiscal years ended June 30, 2024 and 2023, Harthorne advanced and received a net amount of $599,537 and $255,489, respectively, relating to costs paid on behalf of the Company.~~ The ~~Company expects Harthorne to continue to make and be repaid advances~~ ~~from~~information ~~time~~in tothis ~~time~~section togives ~~cover~~effect ~~construction and other expenses, although Harthorne has no legal obligation~~ to dothe ~~so.~~Reverse ~~There~~Split ~~is no agreement~~ as ~~between~~described ~~Harthorne~~in ~~and~~“Recent ~~the~~Developments-Reverse ~~Company with respect to these advances or the repayment of any such advances~~Split”.

~~Tyler~~As ~~Trumbach, a director~~ of the ~~Company~~fiscal ~~and~~years ~~its~~ended ~~Chief~~June ~~Legal Officer~~30, ~~performed~~2025 ~~certain general counsel~~ and ~~legal~~2024, ~~services~~Harthorne ~~for~~advanced ~~the~~and ~~Company through~~received ~~The~~a ~~Law~~net ~~Offices~~amount of ~~Tyler~~$84,871 A.and ~~Trumbach~~$599, ~~P.A.~~537, ~~and in September 2022~~respectively, relating ~~received~~to ~~through~~costs ~~his~~paid ~~holding~~on ~~company~~behalf ~~River Rock Holdings, Inc., 333,333 shares~~ of the Company’s. ~~common~~The ~~stock~~Company asexpects ~~payment~~Harthorne into ~~full~~continue ~~for~~to ~~$50,000~~make ofand ~~legal~~be ~~services~~repaid ~~provided~~advances byfrom ~~such~~time ~~firm. As of~~to ~~June~~time 30to ~~2024,~~cover ~~Tyler~~construction ~~Trumbach~~and ~~was~~other ~~issued~~expenses, ~~through~~although ~~his~~Harthorne ~~holding~~has ~~company~~no ~~3,529,127~~legal ~~shares~~obligation ofto ~~the~~do ~~Company’s~~so. ~~common~~There ~~stock~~is inno ~~lieu~~agreement ofas ~~accrued~~between Harthorne and ~~unpaid cash compensation in~~ the ~~amount~~Company ~~of $895,512.36~~with ~~through~~respect ~~June~~to ~~30,~~these ~~2024.~~advances ~~Such~~or ~~shares~~the ~~were~~repayment ~~issued~~of toany ~~Mr.~~such ~~Trumbach in September 2024~~advances.

AsTyler Trumbach, a director of ~~June~~the ~~30,~~Company ~~2024~~and its Chief Legal Officer, ~~Michael~~performed ~~Singh~~certain general counsel and ~~Andrew~~legal services for the Company through The Law Offices of Tyler A. Trumbach, ~~were~~P.A., ~~each~~and ~~issued~~in September 2022, received through his holding company River Rock Holdings, 14Inc.,~~071~~ 16,~~153~~667 shares of the Company’s ~~common~~Common ~~stock~~Stock as payment in full for $50,000 of legal services provided by such firm. As of June 30, 2025, Tyler Trumbach was issued through his holding company 3,529,127 shares of the Company’s Common Stock in lieu of accrued and unpaid cash compensation in the amount of $3895,~~469,664~~512.36 through June 30, 2024. Such shares were issued to Mr. ~~Singh and Dr.~~ Trumbach in September 2024.

InAs of June ~~2024~~30, ~~Harthorne loaned $1~~2025,~~100,000~~ inMichael ~~bridge~~Singh ~~financing~~and toAndrew ~~the~~Trumbach ~~Company,~~were ~~which~~each ~~was~~issued ~~evidenced by a Convertible Promissory Note~~14,071,153 ~~executed~~shares byof the Company’s ~~and~~Common ~~Harthorne~~Stock onin ~~August~~lieu ~~2, 2024, with an issue date as~~ of ~~July 30, 2024. Interest on the loan~~accrued isand ~~12%~~unpaid ~~per~~cash ~~annum,~~compensation ~~payable,~~in ~~with~~ the ~~principal~~amount ~~and~~of ~~any and all fees~~$3, ~~costs and expenses then due under the note~~469,664 onthrough ~~July~~June 30, ~~2025~~2024. ~~The outstanding~~Such ~~principal~~shares ~~balance~~were ofissued ~~and~~to ~~interest~~Mr. onSingh ~~the~~and ~~note~~Dr. ~~shall be convertible,~~ Trumbach in ~~whole~~September ~~or in part, at the option of Harthorne at any time prior to the maturity date, into shares of common stock of the Company, at a conversion price of $~~2024.~~30 per share.~~

In June 2024, Harthorne loaned $1,100,000 in bridge financing to the Company, which was evidenced by a Convertible Promissory Note, executed by the Company and Harthorne on August 2, 2024, with an issue date as of July 30, 2024. Interest on the loan is 12% per annum, payable, with the principal and any and all fees, costs and expenses then due under the note, on September 16, 2025. The maturity date of this note was extended to the earlier of November 30, 2025 or the up-listing of the Company to the NYSE American. The outstanding principal balance of and interest on the note shall be convertible, in whole or in part, at the option of Harthorne at any time prior to the maturity date, into shares of Common Stock of the Company, at a conversion price of $6 per share.

Between November 15, 2024, and December 20, 2024, the Company borrowed an aggregate of $3,000,000, evidenced by a Secured Promissory Note, dated December 1, 2024 and as amended on April 22, 2025, under a planned committed line of credit with BOS Investment Inc. to borrow up to an aggregate of $5,000,000. BOS is an affiliate of Michael Singh, the Company’s Co-CEO. The Company used a portion of the proceeds from the loan for the acquisition of an additional operating property in Belize from Chial Mountain, another affiliate of Mr. Singh, and expects to use additional proceeds for other targeted acquisitions, and to further develop the Company’s Awaysis Casamora Assets.

Interest on the note portion of the loan is 3.5% per annum (subject to late payment penalties), and the principal and interest on the note shall be paid on the earlier of July 15, 2025, or the Company’s up-listing to the NYSE American. The maturity date of the note is extended to November 30,2025.

The note is secured by a first priority lien on substantially all of the assets of the Company and contain customary events of default, which entitle BOS, among other things, to accelerate the due date of the unpaid principal and accrued and unpaid interest of the notes. Additional definitive documentation regarding the line of credit has not yet been negotiated or entered into; however, the Company expects the note will be rolled into the definitive documents relating to the full line of credit once finalized and executed.

On December 31, 2024, Awaysis Belize Ltd., a Belize corporation and wholly owned subsidiary of the Company, acquired all of the stock and substantially all of the assets of Chial Mountain Ltd., a Belize corporation, pursuant to an Agreement of Purchase and Sale dated December 31, 2024, and effective December 20, 2024. The agreement was amended on April 14, 2025. Under this agreement, as amended, Awaysis Belize, acquired all outstanding shares of Chial Mountain and substantially all its assets on an “as is, where is” basis, including: (i) all tangible and intangible property of Chial Mountain; and (ii) certain real property located in the Cayo District of Belize, totaling over 63 acres (the “Chial Reserve Assets”). The Chial Reserve Assets include approximately 35 villas, comprising an estimated 59,000 square feet, which the Company plans to further develop and renovate as part of its “Awaysis” branded residential enclave community.

The notes are secured by first priority liens on substantially all of the Company’s assets and include customary default provisions, which entitle Mr. Singh, among other rights, to accelerate repayment of the unpaid principal and any accrued interest.

The senior convertible promissory note grants Mr. Singh the option to convert the note into shares of the Company’s Common Stock at a conversion price equal to the closing price of the Company’s Common Stock on the trading day immediately preceding his delivery of a conversion notice.

On January 30, 2025, Chial Mountain assigned an Agreement, dated December 5, 2024 to Awaysis Belize, granting Awaysis Belize the right until May 28, 2025 to purchase an aggregate of approximately 157 acres of property in the Cayo District of Belize, adjacent to the Chial Reserve Assets for an aggregate purchase price of approximately $408,000. Both parties agreed to split the purchase into two separate agreements, one for a 50 acre parcel that closed on June 30, 2025 and the second for 107 acres expected to be acquired on or before December 31, 2025.

Family Relationships

Tyler Trumbach, the Company’s Chief Legal Counsel and a director, is the son of Dr. Andrew Trumbach, the CCo-CEO and CFO and a director of of the Company.

There are no other familial relationships between any of our officers and directors.

Samantha Singh, daughter of Michael Singh, our Co-CEO and a director, has been contracted for marketing services through her company Lucid Marketing.

Apart from the disclosures set forth under this Item 13, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

3348

Director Independence

WeAs ~~use~~a ~~the~~“controlled ~~definition~~company,” ofwe ~~“independence”~~are ofnot ~~The~~subject ~~NASDAQ~~to ~~Stock~~the ~~Market~~corporate togovernance ~~make~~rules ~~this~~of ~~determination.~~the ~~NASDAQ~~NYSE ~~Listing~~American ~~Rule~~requiring: ~~5605~~(ai)~~(2) provides~~ ~~that~~a anmajority of “independent ~~director”~~directors ison aour ~~person~~Board ~~other~~of ~~than~~Directors, (ii) an ~~officer~~entirely orindependent ~~employee~~corporate ofgovernance ~~the~~and ~~company~~nominating orcommittee, ~~any~~and ~~other individual~~(iii) ~~having~~an aentirely ~~relationship,~~independent ~~which,~~compensation incommittee. ~~the~~On ~~opinion~~account of ~~the Company’s Board~~this, ~~would~~and ~~interfere~~based ~~with~~on ~~the~~our ~~exercise~~ownership ofstructure, ~~independent~~we ~~judgment in~~do ~~carrying~~not ~~out~~have ~~the~~a ~~responsibilities~~majority of independent adirectors ~~director.~~on ~~The~~our ~~NASDAQ~~Board ~~listing~~of ~~rules provide that a director cannot be considered independent if:~~Directors.

●We use the definition of “independence” of the NYSE American to make this determination. The NYSE American Company Guide Rule 803 provides that an “independent director” is, generally a person other than an officer or atemployee of the company or its subsidiaries or any ~~time~~other ~~during~~individual having a relationship which in the ~~past~~opinion ~~three~~of ~~years~~the ~~was~~Company’s board of directors, anwould ~~employee~~interfere with the director’s exercise of independent judgment in carrying out the ~~company;~~responsibilities of a director. Pursuant to Rule 803, the following is a non-exclusive list of persons who cannot be considered independent:

● ~~The~~ a director who is, or aduring ~~family~~the ~~member~~past ofthree years was, employed by the company, other than prior employment as an interim executive officer (provided the interim employment did not last longer than one year); ● a director who accepted or has an immediate family member who accepted any compensation from the company in excess of $120,000 during any period of 12 twelve consecutive months within the three years preceding the ~~independence~~ determination of independence (subject to certain exclusions, including, among other things, compensation for board or board committee service); ● a director who is an immediate family member of an individual who is, or at any time during the past three years was, employed by the company as an executive officer; ● a director who is, or has an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments (other than those arising solely from investments in the company’s securities or payments under non-discretionary charitable contribution matching programs) that exceed 5% of the organization’s consolidated gross revenues for that year, or $200,000, whichever is more, in any of the most recent three fiscal years; ● a director who is, or has an immediate family member who is, employed as an executive officer of another entity where at any time during the most recent three fiscal years any of the issuer’s executive officers serve on the compensation committee of such other entity; or ● a director who is, or has an immediate family member who is, a current partner of the company’s outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit at any time during any of the past three years.

~~● A~~Based ~~family~~upon ~~member~~information ofrequested ~~the~~from and provided by each director ~~is,~~concerning his or ather ~~any~~background, ~~time~~employment ~~during~~and ~~the~~affiliations, ~~past~~including family ~~three~~relationships, ~~years~~Dr. ~~was,~~Stuart anand ~~executive~~Dr. ~~officer~~Kini ofcan ~~the~~be ~~company;~~considered independent.

● The director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

● The director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or

● The director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

Under such definitions, two of our directors can be considered independent.

Item 14. Principal Accountant Fees and Services.

The Board of Directors has reviewed and discussed the audited consolidated financial statements of Awaysis Capital, Inc. for the fiscal year ended June 30, ~~2024~~2025, with management and have reviewed related written disclosures of Moore Belize LLP, our independent accountants of the matters required to be discussed by SAS 114 (Codification of Statements on Auditing Standards, AU Section 380), as amended, with respect to those statements. We have reviewed the written disclosures and the letter from Moore Belize LLP required by regulatory and professional standards and have discussed with Moore Belize LPLLP its independence in connection with its audit of our most recent financial statements. Based on this review and these discussions, the Board of Directors recommends that the financial statements be included in this Form 10-K for the fiscal year ended June 30, ~~2024~~2025.

We have also reviewed the various fees that we paid or accrued to our auditors,~~Moore~~ ~~Assurance SAS, Columbia, and~~ Moore Belize LPLLP during the year ended June 30, ~~2024~~2025, and ~~2023~~2024 for services they rendered in connection with our annual audits and quarterly reviews, as well as for any other non-audit services they rendered.

The following table shows the fees for professional and other services rendered by Moore Belize LPLLP for the audit of our financial statements for the years ended June 30, ~~2024~~2025, and ~~2023~~2024:

	2024		2023
	2025		2024
Audit Fees	$	4325,~~200~~000	$	1822,000
Audit Related Fees	$	235,000	$	623,~~000~~200
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0
Total	$	4560,~~200~~000	$	2445,~~000~~200

Audit fees consist of fees billed for professional services rendered for the audit of our financial statements that are normally provided by the above auditor in connection with statutory and regulatory filings or engagements. Audit-related fees consist of fees billed for professional services rendered for the review of SEC filings or review in quarterly reports and services that are normally provided by the above auditor in connection with statutory and regulatory filings. Tax fees consist of fees to prepare the Company’s federal and state income tax returns. Other fees relate to advisory services related research on accounting or other regulatory matters.

Pre-Approval Policies and Procedures

We have not adopted a policy on pre-approval of audit and permissible non-audit services.

3449

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this Annual Report on Form 10-K:

(1) Financial Statements:

The financial statements are filed as part of this Annual Report on Form 10-K commencing on page F-1 and are hereby incorporated by reference.

(2) Financial Statement Schedules:

The financial statement schedules are omitted as they are either not applicable or the information required is presented in the financial statements and notes thereto.

(3) Exhibits:

The documents set forth below are filed herewith or incorporated by reference to the location indicated.

Exhibit
Exhibit Number		Description of Document
Number		Description of Document
3.1		Articles of Incorporation (12)
3.1		Articles of Incorporation (1)
3.2		Certificate of Amendment of Certificate of Incorporation (12)
3.2		Certificate of Amendment of Certificate of Incorporation (1)
3.3		Certificate of Amendment to Articles of Incorporation (12)
3.3		Certificate of Amendment to its Articles of Incorporation (2)
3.4		By-Laws (12)
3.4		By-Laws (1)
4.1		Description of the Company’s securities
4.1		Description of Registrant’s Securities
10.1*		2022 Omnibus Performance Award Plan (1)
4.2		Promissory Note with Harthorne Capital Inc. (9)
10.2		Agreement of Purchase and Sale, dated as of April 15, 2022, by and between JV Group, Inc. and Curah Capital Corporation (2)
10.1*		2022 Omnibus Performance Award Plan (3)
10.3		Agreement of Purchase and Sale, dated as of April 15, 2022, by and between JV Group, Inc. and Agorapyth X Corporation (2)
10.2		Agreement of Purchase and Sale, dated as of April 15, 2022, by and between JV Group, Inc. and Curah Capital Corporation (4)
10.4		Agreement of Purchase and Sale, dated as of April 15, 2022, by and between JV Group, Inc. and Abraxas Corporation (2)
10.3		Agreement of Purchase and Sale, dated as of April 15, 2022, by and between JV Group, Inc. and Agorapyth X Corporation (4)
10.5*		Employment Agreement with Tyler Trumbach (3)
10.4		Agreement of Purchase and Sale, dated as of April 15, 2022, by and between JV Group, Inc. and Abraxas Corporation (4)
10.6*		Employment Agreement with Michael Singh (4)
10.5*		Employment Agreement with Tyler Trumbach (5)
10.7*		Employment Agreement with Andrew Trumbach (4)
10.6*		Employment Agreement with Michael Singh (6)
10.8*		Restricted Stock Agreement with Michael Singh (4)
10.7*		Employment Agreement with Andrew Trumbach (6)
10.9*		Restricted Stock Agreement with Andrew Trumbach (4)
10.8*		Restricted Stock Agreement with Michael Singh (6)
10.10*		Stock Option Agreement with Michael Singh (4)
10.9*		Restricted Stock Agreement with Andrew Trumbach (6)
10.11*		Stock Option Agreement with Andrew Trumbach (4)
10.10*		Stock Option Agreement with Michael Singh (6)
10.12*		First Amendment to Employment Agreement with Michael Singh (5)
10.11*		Stock Option Agreement with Andrew Trumbach (6)
10.13*		First Amendment to Employment Agreement with Andrew Trumbach (5)
10.12		Demand Promissory Note dated June 30, 2022 with Curah Capital Corporation (7)
10.14		Demand Promissory Note dated June 30, 2022 with Curah Capital Corporation (6)
10.13		Demand Promissory Note dated June 30, 2022 with Abraxas Corporation(7)
10.15		Demand Promissory Note dated June 30, 2022 with Abraxas Corporation (6)
10.14*		First Amendment to Employment Agreement with Michael Singh (8)
10.16		Promissory Note with Harthorne Capital Inc. (7)
10.15*		First Amendment to Employment Agreement with Andrew Trumbach (8)
10.17		Promissory Note with BOS Investment Inc. dated November 15, 2024 (8)
14.1		Code of Business Conduct and Ethics(7)
10.18		Secured Promissory Note with BOS Investment Inc., dated December 1, 2024 (9)
21.1		Subsidiaries of the Registrant(7)
10.19		Cost-Plus Construction Contract, dated November 30, 2022, between R&B Construction Company Limited, and Awaysis Belize Ltd. (16)
10.20		Commercial Lease (Casino) dated September 1, 2024, by and between Awaysis Casamora Limited and American Services and Technology LLC (16)
10.21		Commercial Lease (Administration) dated September 1, 2024, by and between Awaysis Casamora Limited and American Services and Technology LLC (16)
10.22		Form of Hospitality Occupancy Management Service Agreement (16)
10.23		Form of Residential Lease for Single Family Home and Duplex (12)
10.24		Agreement of Purchase and Sale, entered into on December 31, 2024 (10)
10.25		Stock Purchase and Sale Agreement, entered into on December 31, 2024 (10)
10.26		Secured Promissory Note with Michael Singh, entered into on December 31, 2024 (10)
10.27		Senior Convertible Promissory Note with Michael Singh, entered into on December 31, 2024 (10)
10.28		Agreement, dated December 5, 2024, between Ewigi Liabi Ltd. and Chial Mountain Ltd. (16)
10.29		Assignment of Land Purchase Contract, dated January 30, 2025 (16)
10.30		Amendment to Agreement of Purchase and Sale and First Secured Promissory Note, executed April 14, 2025 (11)
10.31		Convertible Promissory Note with Andrew Trumbach (13)
10.32		Second Amendment to Secured Promissory Note, executed June 30, 2025, between Awaysis Capital, Inc. and BOS Investments Belize, Inc. (14)
10.33		Third Amendment to Secured Promissory Note, executed July 31, 2025, between Awaysis Capital, Inc. and BOS Investments Belize, Inc. (15)
10.34		Second Amendment to Agreement of Purchase and Sale and First Secured Promissory Note and Second Convertible Promissory Note, executed October 28, 2025
10.35		Fourth Amendment to Secured Promissory Note, executed October 28, 2025, between Awaysis Capital, Inc. and BOS Investments Belize, Inc.
14.1		Code of Business Conduct and Ethics (6)
21.1		Subsidiaries of the Registrant (16)
31.1		Certification Pursuant to Securities Exchange Act Rule 13(a)-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification Pursuant to Securities Exchange Act Rule 13(a)-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema.
101.CAL		Inline XBRL Taxonomy Extension Calculation.
101.DEF		Inline XBRL Taxonomy Extension Definition.
101.LAB		Inline XBRL Taxonomy Extension Labels.
101.PRE		Inline XBRL Taxonomy Extension Presentation.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Indicates Management contract or compensatory plan or arrangement50

(1)	Incorporated by reference from the exhibit included in the Company’s Registration Statement on Form 10 filed with the SEC dated August 2, 2021.
(2)	Incorporated by reference from the exhibit included in the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2022.
(3)	Incorporated by reference from Appendix B of the Information Statement on Schedule 14C filed with the SEC on March 4, 2022.
(4)	Incorporated by reference from the exhibit included in the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2022.
(5)	Incorporated by reference from the exhibit included in the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2022.
(6)	Incorporated by reference from the exhibit included in the Company’s Annual Report on Form 10-K filed for the fiscal year ended June 30, 2023.
(7)	Incorporated by reference from the exhibit included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022.
(8)	Incorporated by reference from the exhibit included in the Company’s Current Report on Form 8-K filed with the SEC on August 7, 2024
(9)	Incorporated by reference from the exhibit included in the Company’s Current Report on Form 8-K/A filed with the SEC on August 7, 2024

Indicates Management contract or compensatory plan or arrangement

Item 16. Form 10-K Summary

(1)	Incorporated by reference from Appendix B of the Information Statement on Schedule 14C filed with the SEC on March 4, 2022.

(2)	Incorporated by reference from the exhibit included in the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2022.

(3)	Incorporated by reference from the exhibit included in the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2022.

(4)	Incorporated by reference from the exhibit included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

(5)	Incorporated by reference from the exhibits included in the Company’s Current Report on Form 8-K filed with the SEC on August 7, 2024.

(6)	Incorporated by reference from the exhibit included in the Company’s Annual Report for the fiscal year ended June 30, 2022.

(7)	Incorporated by reference from the exhibits included in the Company’s Current Report on Form 8-K/A filed with the SEC on August 7, 2024.

(8)	Incorporated by reference from the exhibit included in the Company’s Current Report on Form 8-K filed with the SEC on November 19, 2024.

(9)	Incorporated by reference from the exhibit included in the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2024.

(10)	Incorporated by reference from the exhibit included in the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2025.

(11)	Incorporated by reference from the exhibit included in the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2025.

(12)	Incorporated by reference from the exhibit included in the Company’s Amendment No. 1 to the Annual Report for the fiscal year ended June 30, 2024.

(13)	Incorporated by reference from the exhibit included in the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2025.

(14)	Incorporated by reference from the exhibit included in the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2025.

(15)	Incorporated by reference from the exhibit included in the Company’s Current Report on Form 8-K filed with the SEC on August 5, 2025.

(16)	Incorporated by reference from the exhibit included in the registration Statement on Form S-1 of the Company (Registration No. 333-275922)

Item 16. Form 10-K Summary.

None

3551

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AWAYSIS CAPITAL, INC. /s/ Michael Singh Michael Singh ~~Chairman and~~ Co-Chief Executive Officer

Dated: ~~October~~November 1114, ~~2024~~2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael Singh	~~Chairman and~~ Co-CEO	~~October~~November 1114, ~~2024~~2025
Michael Singh	(Co-Principal Executive Officer)
/s/ Andrew Trumbach	Co-CEO and Chief Financial Officer and Director	~~October~~November 1114, ~~2024~~2025
Andrew Trumbach	(Co-Principal Executive Officer and Financial and Accounting Officer)
/s/ Lisa-Marie Iannitelli	Executive Vice President and Director	~~October~~November 1114, ~~2024~~2025
Lisa-Marie Iannitelli
/s/ Claude Stuart	Director	~~October~~November 1114, ~~2024~~2025
Claude Stuart
/s/ Narendra Kini	Chairman, Director	~~October~~November 1114, ~~2024~~2025
Narendra Kini
/s/ Tyler Trumbach	Chief Legal Counsel and Director	~~October~~November 1114, ~~2024~~2025
Tyler Trumbach

3652

Awaysis Capital, Inc.

Index to Consolidated Financial Statements

Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (Moore Belize LLP - PCAOB #: 6999)	F-2	~~F-2~~
Consolidated Balance Sheets as of June 30, 2024 and 2023		F-3
Consolidated Balance Sheets as of June 30, 2025 and 2024	F-3
Consolidated Statements of Operations for the Years Ended June 30, 2024 and 2023		F-4
Consolidated Statements of Operations for the Years Ended June 30, 2025 and 2024	F-4
Consolidated Statements of Changes in Stockholders’ Equity For the Years Ended June 30, 2024, and 2023		F-5
Consolidated Statements of Changes in Stockholders’ Equity For the Years Ended June 30, 2025, and 2024	F-5
Consolidated Statements of Cash Flows for the Years Ended June 30, 2024 and 2023		F-6
Consolidated Statements of Cash Flows for the Years Ended June 30, 2025 and 2024	F-6
Notes to Consolidated Financial Statements	F-7	~~F-7~~

F-1

Moore Belize LLP

New Horizon Building

3 ½ Miles Philip S. W.

Goldson Hwy

Belize City, Belize

T +501 223 2144

T +501 223 2139

E r.magana@moore-belize.bz

www.moore-belize.bz

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Awaysis Capital, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Awaysis Capital, Inc. and subsidiaries (the Company) as of June 30, 2025 and June ~~2024 and~~ 30, ~~June 2023~~2024, the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and June ~~2024 and~~ 30, ~~June 2023~~2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

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

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

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

Critical Audit ~~Matter~~Matters

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

We determined that there are no critical audit matters.

We have served as the Company’s auditor since 2023.

Moore Belize LLP (PCAOB ID 6999)

Belize City Belize CA

~~October 11~~November 14, ~~2024~~2025

Reynaldo Magaña is a licensed practicing member of the Institute of Chartered Accountants of Belize and a Licensed CPA of the State of Florida and is duly authorized to carry out company audit work in Belize and the United States. Moore Belize LLP is registered with the PCAOB with ID 6999.

An independent member firm of Moore Global Network Limited - members in principal cities throughout the world.

F-2

Awaysis Capital, Inc.

(formerly known as JV Group, Inc.)

Consolidated Balance Sheet

(Audited)

	June 30, 2024			June 30, 2023
	June 30, 2025			June 30, 2024
	(Audited)			(Audited)
ASSETS
Current assets
Cash	$	~~745~~220,~~991~~909		$	79745,991
Accounts receivable		~~4,284~~-			-4,284
Prepaid expenses		21,~~931~~750			172,~~201~~931
Inventory		1011,~~594~~333,~~936~~857			1110,~~323~~594,~~226~~936
Total current assets		11,348,142			11,340,506
Due from related parties		70,965			-
Mortgage receivable		515,076			-
Other current assets		21,058			-
Total current assets		12,163,615			11,348,142
Non-current assets
Fixed assets, net		~~853~~5,~~940~~116,264			49853,~~028~~940
Escrow Deposit - Real Estate		5,000			-
Other non-current assets		19,500			19,500
Security deposit		14,500			14,500
Operating lease right-of-use asset		189,401			261,564
Operating lease right-of-use		261,564			328,976
Total non-current assets		5,325,165			1,135,004
Total non-current assets		1,135,004			392,504
Total Assets	$	17,488,780		$	12,483,146
Total Assets	$	12,483,146		$	11,733,010
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		98362,~~200~~688			4498,~~859~~200
Other current liabilities		75293,~~356~~307			~~118~~64,~~860~~356
Current portion of lease liability		89,003			-
Accrued expenses		233,556			11,000
Due to related party		653,417			2,834,323
Current portion of lease liability		90,588			89,003
Convertible note payable - related party, net of discount		36,565			-
Due to related parties		1,855,948			653,417
Notes payable		2,600,000			2,600,000
Other current liabilities		1,855,948			653,417
Total current liabilities		3,552,541			5,598,042
Note payable – related parties		1,500,000			-
Operating lease liabilities		182,649			251,214
Convertible notes payable - related parties		1,837,278			1,100,000
Total non-current liabilities		182,649			251,214
Line of credit – related parties		3,240,939			-
Total liabilities		3,735,190			5,849,256
Notes payable		2,596,378			2,600,000
Total current liabilities		12,010,682			4,615,976
Operating lease liabilities		107,749			182,649
Total non-current liabilities		107,749			182,649
Total liabilities		12,118,431			4,798,625
Stockholders’ equity:
Preferred stock - 25,000,000 shares authorized $0.01 par value none issued and outstanding at June 30, 2024 and June 30, 2023, respectively		-			-
Preferred stock - 25,000,000 shares authorized $0.01 par value none issued and outstanding at June 30, 2025 and June 30, 2024, respectively		-			-
Common stock – 1,000,000,000 shares authorized $0.01 par value issued and outstanding common shares at June 30, 2024 and June 30, 2023 were 383,958,598 and 252,227,035, respectively		3,839,586			2,522,271
Common stock - 1,000,000,000 shares authorized $0.01 par value issued and outstanding common shares at June 30, 2025 and June 30, 2024 were 385,176,744 and 383,958,598, respectively		3,851,768			3,839,586
Common stock subscribed – $0.01 par value subscribed common shares at June 30, 2024 and June 30, 2023 were 943,000 and 943,000, respectively		9,430			9,430
Common stock subscribed - $0.01 par value subscribed common shares at June 30, 2025 and June 30, 2024 were 943,000 and 943,000, respectively		9,430			9,430
Additional paid-in capital		1817,~~484~~783,~~873~~460			917,~~844~~384,~~510~~873
Accumulated deficit		(1215,~~642~~331,~~933~~309	)		(512,~~549~~606,~~457~~368	)
Subscription receivable		(943,000	)		(943,000	)
Total stockholders’ equity		85,~~747~~370,~~956~~349			57,~~883~~684,~~754~~521
Total liabilities and stockholders’ equity		1217,~~483~~488,~~146~~780			1112,~~733~~483,~~010~~146

See notes to audited consolidated financial statements

F-3

Awaysis Capital, Inc.

(formerly known as JV Group, Inc.)

Consolidated Statements of Operations

(Audited)

	Year Ended			Year Ended
	June 30, 2024			June 30, 2023
	June 30, 2025			June 30, 2024
Revenue	$	50441,~~674~~059		$	~~107~~50,~~760~~674
Operating expenses
Sales and marketing		36189,~~675~~339			9136,~~319~~675
General and administrative		72,~~037~~951,~~957~~243			47,~~312~~037,~~499~~957
Total operating expenses		73,~~074~~140,~~632~~582			47,~~403~~074,~~818~~632
Loss from operations		(72,~~023~~699,~~958~~523	)		(47,~~296~~023,~~058~~958	)
Other (income) expense
Other Income		(192	)		(612	)
Other income		(24,136	)		(192	)
Interest Expense		47,565			-
Other expense		1,000			-
Loss on Asset		22,145			-
Interest expense		48,554			11,000
Total other (income) expense		69,518			(612	)
Loss on asset		-			22,145
Net loss before income taxes		(7,093,476	)		(4,295,446	)
Total other (income) expense		25,418			32,953
Net loss before income taxes		(2,724,941	)		(7,056,911	)
Income taxes		-			-
Net loss	$	(72,~~093~~724,~~476~~941	)	$	(47,~~295~~056,~~446~~911	)
Basic and diluted per common share amounts:
Basic and diluted net loss	$	(0.0201	)	$	(0.0302	)
Weighted average number of common shares outstanding (basic and diluted)		~~292~~376,~~965~~224,~~978~~443			~~162~~292,~~781~~965,~~188~~978

See notes to audited consolidated financial statements

F-4

Awaysis Capital, Inc.

(formerly known as JV Group, Inc.)

Consolidated Statements of Changes in Stockholders’ Equity

For the Years Ended June 30, ~~2024~~2025, and ~~2023~~2024

(Audited)

	Common Stock Shares			Common Stock Par Value		Common Stock Subscribed			Subscription Receivable			Additional Paid-in Capital			Accumulated Deficit			Total
Balance, June 30, 2022		157,804,875		$	997,486	$	580,563		$	(1,193,000	)	$	9,850,605		$	(1,254,011	)	$	8,981,643
Shares issued for services		475,387			4,755		-			-			107,802			-			112,557
Shares issued at $1.00		100,000			1,000		-			-			99,000			-			100,000
Restricted Stock awards		100,000,000			1,000,000		-			-			-			-			1,000,000
Shares subscribed adjustment on acquisition		(5,210,209	)		516,530		(568,633	)		-			(212,897	)		-			(265,000	)
Decrease in subscriptions		-			2,500		(2,500	)		250,000			-			-			250,000
Net Income (Loss)		-			-		-			-			-			(4,295,446	)		(4,295,446	)
Balance, June 30, 2023		253,170,053		$	2,522,271	$	9,430		$	(943,000	)	$	9,844,510		$	(5,549,457	)	$	5,883,754
Balance, June 30, 2023		253,170,053		$	2,522,271		9,430			(943,000	)		9,844,510			(5,549,457	)		5,883,754
Shares issued for professional Services		3,589,239			35,891		-			-			882,457			-			918,348
Balance		253,170,053		$	2,522,271		9,430			(943,000	)		9,844,510			(5,549,457	)		5,883,754
Director equity compensation		28,142,306			281,423		-			-			6,657,907			-			6,939,330
Shares issued for services		3,589,239			35,891		-			-			882,456			-			918,348
Shares issued at $.01 for Director Bonus		100,000,000			1,000,000		-			-			-			-			1,000,000
Directors’ Equity Compensation		28,142,306			281,423								6,657,907						6,939,330
Shares issued at $.01 for directors’ Bonuses		100,000,000			1,000,000		-			-			-			-			1,000,000
Shares issued		100,000,000			1,000,000		-			-			-			-			1,000,000
Additional paid in capital BCF		-			-		-			-			1,100,000			-			1,100,000
Net Income (Loss)		-			-		-			-			-			(7,056,911	)		(7,056,911	)
Net Income (Loss)		-			-		-			-			-			(7,093,476	)		(7,093,476	)
Balance, June 30, 2024		384,901,598		$	3,839,585	$	9,430		$	(943,000	)	$	17,384,874		$	(12,606,368	)	$	7,684,521
Balance, June 30, 2024		384,901,598		$	3,839,585	$	9,430		$	(943,000	)	$	1817,~~484~~384,874		$	(12,~~642~~606,~~933~~368	)	$	87,~~747~~684,~~956~~521
Balance		384,901,598		$	3,839,585	$	9,430		$	(943,000	)	$	1817,~~484~~384,874		$	(12,~~642~~606,~~933~~368	)	$	87,~~747~~684,~~956~~521
Shares issued for professional Services		467,333			4,674		-			-			243,844			-			248,518
Shares issued		750,813			7,509		-			-			154,742			-			162,251
Net Income (Loss)		-			-		-			-			-			(2,724,941	)		(2,724,941	)
Balance, June 30, 2025		386,119,744		$	3,851,768	$	9,430		$	(943,000	)	$	17,783,460		$	(15,331,309	)	$	5,370,349
Balance		386,119,744		$	3,851,768	$	9,430		$	(943,000	)	$	17,783,460		$	(15,331,309	)	$	5,370,349

See notes to audited consolidated financial statements

F-5

Awaysis Capital, Inc.

(Formerly JV Group, Inc.)

Consolidated Statements of Cash Flows

(Audited)

	Year End			Year End
	June 30, 2024			June 30, 2023
	June 30, 2025			June 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(72,~~093~~724,~~476~~941	)	$	(47,~~295~~056,~~446~~911	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	$	30113,~~139~~663			230,~~747~~139
Loss on write-off of asset	$	~~22,145~~-			-22,145
Interest Expense		47,565			-
Interest expense	$	48,554			11,000
Stock based compensation	$	8248,~~857,679~~518			~~112~~8,~~557~~857,679
Restricted stock awards	$	-162,251			~~1,000,000~~-
Amortization of operating lease right-of-use	$	67,412			52,869
Amortization of operating lease right-of-use asset	$	72,163			67,412
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable	$	(4149,~~284~~636	)		-(4,284	)
(Increase) decrease in prepaid expenses	$	141,~~270~~181			(14,~~701~~270	)
(Increase) decrease in Inventory expenses	$	728,289			86,275
(Increase) decrease in inventory expenses	$	(3,769,862	)		728,289
(Increase) decrease in escrow deposit – real estate	$	(5,000	)		-
(Increase) decrease in other current assets	$	(21,058	)		-
(Increase) decrease in security deposit	$	-			(14,500	)
(Increase) decrease in escrow deposit – real estate	$	-			(5,000	)
Increase (decrease) in due to related party	$	(2,180,906	)		2,821,826
(Increase) decrease in due from related party	$	(70,965	)		-
Increase (decrease) in accounts payable	$	53,340			2,889
(Increase) decrease in mortgage receivable	$	(515,076	)		-
Increase (decrease) in other current liabilities	$	(54,504	)		118,860
Increase (decrease) in due to related parties	$	1,202,531			(2,180,906	)
Increase (decrease) in operating lease liabilities	$	20,439			(130,631	)
Increase (decrease) in accounts payable	$	264,488			53,340
Net cash provided by/(used in) operating activities	$	503,108			(257,255	)
Increase (decrease) in other current liabilities	$	228,951			(54,504	)
Increase (decrease) in other accrued expenses	$	174,003			-
Increase (decrease) in operating lease liabilities	$	(73,315	)		20,439
Net cash provided by/(used in) operating activities	$	(4,808,550	)		503,108
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	$	(21,~~554~~042,124	)		(542,~~631~~554	)
Asset put into service	$	~~(856,491~~-	)		(856,491	)
Sale of fixed assets	$	~~1,849~~-			251,~~000~~849
Net cash used in investing activities	$	(~~857~~1,~~196~~042,124	)		(29857,~~631~~196	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party notes payable	$	1,~~100~~350,~~000~~997			-
Payment of note payable	$	-			(280,000	)
Proceeds from related party convertible notes payable	$	737,278			1,100,000
Net proceeds from sale of equity	$	-			85,000
Proceeds from related party line of credit	$	3,240,939			-
Net cash provided by/(used in) financing activities	$	1,100,000			(195,000	)
Payment of note payable	$	(3,622	)		-
Net change in cash	$	745,912			(481,886	)
Net proceeds from sale of equity	$	-			-
Cash - beginning of year	$	79			481,965
Net cash provided by/(used in) financing activities	$	5,325,592			1,100,000
Cash - end of year	$	745,991			79
Net change in cash	$	(525,082	)		745,912
Cash - beginning of year	$	745,991			79
Cash - end of year	$	220,909			745,991

Supplemental disclosures of cash flow information

Non-cash investing and financing activities:

The company acquired fixed assets at a value of $153,920 for payment of renovations in exchange for rental income as a non-cash transaction and is not included in the investing or finance sections of the cash flow statement.

During the fiscal year ended June 30,2025, the Company had a non-cash transfer from inventory to property placed into service in the amount of $3,179,943.

See notes to audited consolidated financial statements

F-6

Awaysis Capital, Inc.

Notes to the Consolidated Financial Statements

1. NATURE OF OPERATIONS

Nature of Business

Awaysis Capital, Inc. (formerly known as JV Group, Inc.), a Delaware corporation, (“Awaysis”, “JV Group”, “the Company”, “we”, “us” or “our’) is a ~~publicly~~public ~~quoted~~ operating company ~~listed~~with onits ~~the~~common ~~OTC~~stock ~~Marketplace~~quoted on OTCID. We are a vacation rental company focused on acquisition, construction, selling and managing rentals of residential vacation home communities in desirable travel destinations. We seek to create value through the targeting and acquisition, development, and up-cycling, rebranding, and repositioning of currently undervalued residential/resort communities in global travel destinations, with the intention to relaunch these assets under the “Awaysis” brand with the goals of creating a network of residential and resort enclave communities that will optimize revenues, providing attractive returns to investors and exceptional vacation experiences to ~~travellers~~travelers.

Company History

JV Group was formed in Delaware on September 29, 2008, under the name ASPI, Inc.

On May 18, 2022, we changed our name from JV Group, Inc. to Awaysis Capital, Inc. In connection with this name change, we changed our ticker symbol from “ASZP” to “AWCA” and effective May 25, 2022, wethe ~~began~~Company’s ~~trading~~common onstock ~~the~~was ~~OTC~~quoted ~~Market~~on OTCID under ~~our~~the new symbol.

In December 2021, we formed a wholly owned subsidiary, Awaysis Capital, LLC, a Florida single member limited liability corporation to hold the office lease and to become the master payroll company for Awaysis Capital Inc.

We also formed a wholly owned subsidiary, Awaysis Casamora Limited, a Belize single member limited liability corporation to hold the title to the acquisition of the Casamora assets.

On December 20, 2024, Awaysis Belize Limited acquired the assets of Chial Mountain Limited, a Belize single member limited liability corporation. Awaysis also acquired 100% of the outstanding shares of Chial Mountain Limited.

From October 2015 to February 2022, we were a publicly quoted shell company seeking to merge with an entity with experienced management and opportunities for growth in return for shares of our common stock to create values for our shareholders. In February 2022, the Board of Directors of the Company determined to pursue a business strategy of acquiring, developing and managing residential vacation home communities in desirable travel destinations.

In September 2024, our Board of Directors and holders of a majority of our outstanding voting securities, approved of a reverse split of up to 1-for-20 of our issued and outstanding shares of common stock (the “Reverse Split”) and authorized our Co-CEOs, in their sole discretion, to determine the final ratio and effective date. We have not yet determined the final ratio or the effective date for the Reverse Split, nor will we commence the Reverse Split unless and until we deem it appropriate.

The Company’s principal executive office is located at 3400 Lakeside Drive, Suite 100, Miramar, FL 33027 and its main number is 855-795-3377. The Company’s website address is www.awaysisgroup.com.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The summary of significant accounting policies is presented to assist in the understanding of the consolidated financial statements. These policies conform to GAAP and have been consistently applied. The Company has selected June 30 as its financial year end.

Principals of Consolidation

The consolidated financial statements include accounts of the Company’s wholly- owned subsidiaries Awaysis Capital, LLC, Awaysis ~~Cove~~Belize Limited, ~~Awaysis~~ Chial Mountain Limited and Awaysis Casamora Limited. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company operates as a single operating segment engaged in hospitality and real-estate development activities based in Belize. All material revenues and assets are attributable to operations in Belize. The Company has no active operations, revenues, or assets located in the United States. Accordingly, management has determined that separate segment or geographic disclosures are not required under ASC 280, Segment Reporting, as the Company’s activities represent a single reportable segment.

On December 20, 2024, the Company completed the acquisition of certain assets of Chial Mountain Limited. Upon evaluation in accordance with ASC 805, Business Combinations, management determined that the acquired set of activities and assets did not include substantive processes and therefore did not meet the definition of a business. As such, the transaction was accounted for as an asset acquisition.

Accordingly, the purchase price, including directly related transaction costs, was allocated to the identifiable assets acquired based on their relative fair values, and no goodwill was recognized. Additional details regarding the assets acquired and purchase consideration are provided below.

Purchase Price Allocation to Assets Acquired and Liabilities Assumes

Asset Class
Cash			18,699
Inventories			533,050
Mortgage receivable			499,437
Property and equipment			739,221
Site development			951,850
Land			1,641,660
Escrow deposit			81,498
Total asset Acquired			4,465,415
Due to related parties			4,465,415
Net assets acquired			-

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-7

Cash and Cash Equivalents

We maintain cash balances in a non-interest-bearing account and unrestricted cash in escrow that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. The Company will hold payments made by guest in advance of reservations in a restricted escrow account until the rescission period expires in accordance with U.S. state regulations.

Fair Value Measurements

ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:

Level 1 –- Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets ~~and~~ and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on ~~the~~ the New York Stock Exchange.

Level 2 –- Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.

Level 3 –- Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.

Our financial accounts consist of prepaid expenses, accounts payable, accounts payable due to related parties and note payable. The carrying amount of our prepaid expenses, accounts payable, accounts payable - related party and note payable –- related party approximate ~~their~~ their fair values because of the short-term maturities. Related party notes payable are non-interest-bearing and payable on demand; therefore, their carrying amounts also approximate fair value.

Related Party Transactions

A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person’s immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Fixed Assets

Fixed assets are carried at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives. The fixed assets include property, equipment and software for which ownership is maintained by the Company.

When a property is substantially completed and held for rental, it transitions from being considered a development project (in progress) to an operating asset. At this point, the key measurement focuses on capitalizing costs and transitioning into depreciation as required under ASC 970-340-25-18.

Capitalization of Construction Costs Ceases after Substantial Completion

Prior to substantial completion, the costs incurred for the construction and development of the property (such as land acquisition, construction costs, interest, and certain other costs) are capitalized.

As per ASC 970-340-25-18, once the property is considered substantially complete, the capitalization of costs typically ceases. The entity stops adding new costs to the property’s carrying value except for additional improvements or costs that extend the asset’s life or improve its utility. This means that these types of costs are no longer added to the property’s carrying value once the property is substantially completed and held for rental. Instead, these costs are expensed as incurred, unless they directly enhance the property or extend its useful life.

Costs incurred after the property is completed and held for rental are generally expensed unless they extend the property’s useful life (ASC 970-340-35-3).

Impairment Testing (ASC 970-340-35-1 to 35-2)

Even though the property is measured at cost, impairment testing may be required under ASC 360 if there are indicators that the property’s carrying amount might not be recoverable. After substantial completion, the property’s carrying value is subject to impairment testing under ASC 360, where a reduction in the property’s recoverable value may require a write-down to fair value (ASC 970-340-35). If held at fair value (under ASC 360 or other applicable standards), market-based inputs would be used, including comparable sales, discounted cash flows, or appraisals to determine the fair value of the property.

Leases

The Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), and all related amendments on January 1, 2022, on a modified retrospective basis. Under Topic 842, the Company determines if an arrangement is or contains a lease at inception. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option and when doing so is at the Company’s sole discretion. The Company has elected the short-term lease exception for all classes of assets, and therefore has not applied the recognition requirements of Topic 842 to leases of 12 months or less. The Company has also elected the practical expedient to not separate lease and non-lease components for all classes of assets. The Company’s classes of assets that are leased include real estate leases and equipment leases. Real estate leases typically pertain to the Company’s corporate office locations, field operation locations, or vacation properties whereby the Company takes control of a third party’s property during the lease period for the purpose of renting the property on a short-term basis.

F-8

The Company recognizes lease expense on a straight-line basis over the lease term. The Company’s lease agreements may contain variable costs such as common area maintenance, operating expenses or other costs. Variable lease costs are expensed as incurred on the consolidated statements of operations.

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) as assets, operating lease non-current liabilities, and operating lease current liabilities in our balance sheet. Finance leases are property and equipment, other current liabilities, and other non-current liabilities in the balance sheet.

ROU assets represent the right to use an asset for the lease term and lease liability represent the obligation to make lease payment arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As most of the leases ~~doesn~~don’t provide an implicit rate, we generally use the incremental borrowing rate on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating ROU asset also includes any lease payments made and exclude lease incentives. Lease expense for lease payment is recognized on a straight-line basis over lease term.

As of the fiscal year ended June 30, ~~2024~~2025, we were party to an operating lease agreement which commenced during the fiscal year ended June 30, 2023. See Note 614 below for details of lessee leases.

Beneficial Conversion Features - The Company accounts for convertible notes payable in accordance with ASC 470-20. A beneficial conversion feature is a non-detachable conversion feature that is “in the money” at the commitment date, which requires recognition of interest expense for underlying debt instruments and a deemed dividend for underlying equity instruments. A conversion option is in the money if the effective conversion price is lower than the commitment date fair value of a share into which it is convertible.

The Company adopted ASU 2020-06, Debt – Debt with Conversion and options (subtopic 470-20), and all related amendments on July 1, 2024, on a full retrospective basis. This new standard removed guidance in ASC 470-20 that required separate accounting for beneficial conversion features and amended disclosure requirements.

As the convertible loan was approved by the Board of Directors of the Company on June 26, 2024, the retrospective impact of this adoption affects the financials for the year ended June 30, 2024. The financial impact is removing the discount on the beneficial conversion feature and the related amortization from the liability and equity section of the financial statements for the year ended June 30, 2024. See Note 12 below for details.

The Company accounts for convertible notes payable in accordance with ASC 470-20. A beneficial conversion feature is a non-detachable conversion feature that is “in the money” at the commitment date, which requires recognition of interest expense for underlying debt instruments and a deemed dividend for underlying equity instruments. A conversion option is in the money if the effective conversion price is lower than the commitment date fair value of a share into which it is convertible.

Foreign Currency

The Company’s reporting currency is the U.S. dollar. The Company determines the functional currency for each of its foreign subsidiaries by reviewing their operations and currencies used in their primary economic environments. Assets and liabilities for foreign subsidiaries with functional currency other than U.S. dollar are translated into U.S. dollars at the rate of exchange existing at the balance sheet date. Statements of operations amounts are translated at average exchange rates for the period. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Remeasurement gains and losses are included in other income (expense), net on the consolidated statements of operations. Monetary assets and liabilities are remeasured at the exchange rate on the balance sheet date and nonmonetary assets and liabilities are measured at historical exchange rates.

Income Taxes

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

F-9

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit ~~carry-backs~~carrybacks and ~~carry-forwards~~carryforwards. The Company periodically reviews the recoverability of deferred ~~tax~~ tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

As of the balance sheet date, the Company has no uncertain tax positions requiring recognition or disclosure under ASC 740-10-25. The Company has not accrued any interest or penalties related to uncertain tax positions. Interest and penalties, if any, would be recognized as a component of income tax expense.

Since the Company has not generated taxable income since inception, no deferred tax assets or liabilities have been recognized as of the balance sheet date. Management will evaluate the need to record deferred tax assets or liabilities in future periods should taxable income or deductible temporary differences arise.

Revenue Recognition

Revenue Recognition Standard, ASC 606 is used by the Company to recognize revenue. ASC 606 standards were jointly issued by the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB). Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The total booking value is generally due prior to the commencement of the reservation. The total booking value collected in advance of the reservation is recorded on the balance sheets as funds payable to owners, hospitality and sales taxes payable and deferred revenue in the amount obligated to the homeowner, the taxing authority, and the Company, respectively.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it ~~fulfills~~fulfils its obligations under each of its agreements:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

The Company is a development stage corporation, and we have identified certain revenue streams during this development stage.

The Company currently derives its revenue primarily from the short-term unit rentals of sold and unsold inventory at the resort we own and manage.

Revenue from rentals is recognized over the period in which a guest completes a stay.

Other services consist of revenue derived from our real estate brokerage and other related services.

Other Services

In addition to providing vacation rental platform services, the Company provides other services including real estate brokerage and management services. The purpose of these services is to attract and retain homeowners as customers of the Company’s vacation rental platform. As such, the Company enters into an exclusive rental management contract with each homeowners’ associations it controls. Under the real estate brokerage services, the Company assists home buyers and sellers in listing, marketing, selling and finding homes. Real estate commissions earned by the Company’s real estate brokerage business are recorded as revenue at a point in time which is upon the closing of a real estate transaction (i.e., purchase or sale of a home). The commissions the Company pays to real estate agents are recognized concurrently with associated revenues and presented as cost of revenue in the consolidated statements of operations. Under the homeowner’s association management services, the Company provides common area property management, community governance, and association accounting services to community and homeowner associations in exchange for a management fee and other incrementally billed services. The services represent an individual performance obligation in which the Company has determined it is primarily responsible. Revenue is recognized over time as services are rendered for the management fee and incrementally billed services are recognized at a point in time.

F-10

Inventory

New real estate inventory is carried at the lower of cost or net realizable value. The cost of finished inventories determined on the specific identification method is removed from inventories and recorded as a component of cost of sales at the time revenue is recognized. In addition, an allocation of depreciation and amortization is included in cost of goods sold. Under the specific identification method, if finished real estate inventory can be sold for a profit there is no basis to write down the inventory below the lower of cost or net realizable value.

For real estate inventory that is considered substantially completed and may include the Company’s rental pool, the Company has implemented the Real Estate Accounting Guidance under ASC 970 for real estate development, rental, and sales activities. Details of ASC 970 are included in Fixed Assets above.

Impairment Testing (ASC 330)

Inventory is measured at the lower of cost and net realizable value (NRV) in accordance with applicable accounting standard ASC 330. The cost of inventory includes all costs of purchase, conversion, and other costs incurred in bringing the inventories to their present location and condition. At each reporting date, inventory is reviewed to ensure its carrying amount does not exceed NRV.

Impairment testing includes all categories of inventory, including raw materials, work-in-progress, and finished goods, as reported in the Company’s financial records. Impairment testing of inventory is to ensure the carrying value of inventory does not exceed its recoverable amount. If the NRV is lower than the carrying value, an impairment loss is recognized as part of cost of goods sold.

Financial Instruments

Fair Value of Financial Instruments - From inception, the Company adopted ASC 820, Fair Value Measurements and Disclosures, which provides a framework for measuring fair value under GAAP. Fair value is defined 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. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

● Level 1: Quoted prices for identical assets and liabilities in active markets. ● Level 2: Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and ● Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

●

Level 2: Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

●

Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The carrying amounts of financial instruments including cash, accounts payable and notes payable approximated fair value as of June 30, 2024, and 2023 due to the relatively short maturity of the respective instruments.

Advertising and Marketing Costs

We expense advertising costs when advertisements occur. Advertising for the Company consists primarily of the creation and marketing of the Awaysis brand guideline, logo, wordmark, tagline, and website.

Stock Based Compensation

The cost of equity instruments issued to employees and non-employees in return for goods and services is measured by the grant date fair value of the equity instruments issued in accordance with ASC 718, Compensation –- Stock Compensation. The related expense is recognized as services are rendered or vesting periods elapse.

Net Loss per Share Calculation

Basic earnings (loss) per common share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

F-11

Recently Issued Accounting Pronouncements

As of June 30, ~~2024~~2025, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements., except for following:

The Company adopted ASU 2020-06, Debt – Debt with Conversion and options (subtopic 470-20), and all related amendments on July 1, 2024, on a full retrospective method. This new standard removed guidance in ASC 470-20 that required separate accounting for beneficial conversion features and amended disclosure requirements.

As the convertible loan was approved by the Board on June 26, 2024, the retrospective impact of this adoption affects the financials for the year ended June 30, 2024. The adoption resulted in the removal of the discount on the beneficial conversion feature and the related amortization from the liability and equity section of the financial statements for the year ended June 30, 2024. This accounted for an increase in the liabilities by $1,063,435 related to the discount on beneficial conversion of $1,100,000 feature and the related amortization of $36,565, an increase to retained earnings beginning balance related to the interest expense from the amortization of the discount on beneficial conversion feature of $36,565, and a decrease to equity of $1,100,000 related to additional paid in capital beneficial conversion feature.

3. CASH

As of June 30, ~~2024~~2025, our cash balance was $~~745~~220,~~991~~909 and as of June 30, ~~2023~~2024 our cash balance was $79745,991.

4. ~~INVENTORY~~ACCOUNTS RECEIVABLE

~~Inventory~~As of ~~real~~June ~~estate~~30, ~~under~~2025 ~~construction~~and ~~was~~June ~~$10~~30,~~594~~ 2024,~~936~~ the balance of accounts receivable was $0 and $114,~~323~~284,~~226~~ asrespectively, ofand ~~June~~related ~~30,~~primarily ~~2024~~to rents ~~and~~owed ~~2023,~~by ~~respectively~~tenants.

5. ~~FIXED ASSETS~~INVENTORY

~~The~~As ~~carrying~~of ~~basis~~June ~~and~~30, ~~accumulated~~2025, ~~depreciation~~our inventory of ~~fixed~~real ~~assets~~estate atunder construction was $11,333,857 and as of June 30, 2024 ~~and~~our ~~2023~~inventory isbalance aswas ~~follows:~~$10,594,936

6. FIXED ASSETS

The carrying basis and accumulated depreciation of fixed assets at June 30, 2025, and 2024 is as follows:

SCHEDULE OF FIXED ASSETS

	Useful Lives		~~June 30, 2024~~		June 30, 2025		~~June 30, 2023~~		June 30, 2024
Furniture and fixtures	7 years		$	15,017			$	15,017
Property placed into service		40 years			$	4,515,905			$	856,491
Computer and equipment	5 years			3,782				5,631
Building improvements		15 years				256,105				-
Machinery	5 years			5,000				5,000
Site developments		40 years				408,558				-
Software	3 years			6,536				26,127
Vehicles		5 years				38,125				-
Assets/property placed into service	40 years			856,491				-
Computer and equipment		5 years				21,517				8,782
Total fixed assets, gross				856,491				-
Furniture and fixtures		7 years				16,067				15,017
Less depreciation and amortization				(32,886	)			(2,747	)
Software		3 years				6,536				6,536
Total fixed assets, net			$	853,940				49,028
Total fixed assets, gross						6,536				6,536
Less depreciation and amortization						(146,549	)			(32,886	)
Total fixed assets, net					$	5,116,264				853,940

The Company recorded depreciation and amortization expense of approximately $113,663 for the year ended June 30, 2025, and $30,139 for the year ended June 30, 2024, respectively.

F-12

67. ~~OPERATING~~MORTGAGE ~~LEASES~~NOTES ~~- LESSEE~~RECEIVABLE

~~The~~As ~~Company~~of ~~has~~June an30, ~~operating~~2025, ~~lease~~and ~~for~~June ~~office~~30, ~~space~~2024, the balance of Mortgage Notes Receivable was $515,076 and -0-, respectively. The company currently holds three Mortgage Receivable Notes issued in connection with adeveloper-financed ~~term~~Villas ofat 5Chial ~~years~~Mountain Reserve. AsThe ofNotes ~~June~~are ~~30,~~recorded at ~~2024~~amortized cost, with interest income recognized using the ~~Company~~effective ~~did~~rate ~~not~~method. ~~have~~These ~~any~~notes ~~additional material~~are ~~operating~~due ~~leases~~on ~~that~~demand ~~were~~and ~~entered~~as ~~into,~~such ~~but~~are ~~not~~classified as ~~yet~~current ~~commenced~~assets.

~~The~~Terms ~~maturity schedule~~ of ~~future minimum lease payments under operating leases and~~ the ~~reconciliation to the operating lease liabilities reported on the Consolidated Balance Sheets was as follows~~Notes:

~~SCHEDULE~~Principal OFAmounts: ~~FUTURE MINIMUM LEASE PAYMENTS~~ $499,933

	June 30, 2024
2025		89,003
2026		90,588
2027		92,220
Thereafter		31,113
Total operating lease payments		302,924
Present value adjustment		(31,272	)
Total operating lease liabilities	$	271,652

Interest rates: 7% per annum

~~The~~Payment ~~total~~Terms: ~~operating~~10 ~~lease~~Years. ~~liability~~The ~~amount~~Notes ~~consists~~require monthly payments of ~~current~~principal and ~~long-term~~interest, ~~portion~~commencing ofon ~~operating~~the ~~lease~~purchase ~~liabilities~~date ~~of $89,003~~ and ~~$182,649,~~continuing until ~~respectively~~the balance is fully paid.

7.Collateral: ~~ACCOUNTS~~Title ~~PAYABLE~~remains with the Company and does not pass to buyers until the Note is full paid.

AsPrepayment: ofBorrower ~~June~~may ~~30,~~prepay ~~2024, and 2023,~~ the outstanding balance ofin ~~accounts~~whole ~~payable~~or ~~was~~in ~~$98,200~~part ~~and~~without ~~$44,859,~~penalty. ~~respectively,~~Prepayments ~~and~~are ~~related~~applied ~~primarily~~first to ~~expenses~~accrued ~~relating to~~interest ~~SEC filings, outstanding legal expenses~~ and then ~~share~~to ~~transfer~~the ~~expenses~~principal balance.

8.Accounting ~~OTHER CURRENT LIABILITIES~~Treatment

~~Other current~~● ~~liabilities~~Initial ~~consist~~Recognition ofand aMeasurement: ~~hospitality~~The ~~tax~~Note ~~payable,~~is ainitially ~~security~~recognized ~~deposit~~at ~~liability~~its ~~and~~fair ~~accrued~~value, ~~expenses.~~with ~~the~~subsequent ~~balance~~measurement ofperformed ~~other~~at ~~current liabilities~~amortized ~~was~~cost asusing ofthe ~~June~~effective ~~30,~~interest ~~2024,~~rate ~~and 2023 was $75,356 and $118,860, respectively,~~method.

~~As of~~● ~~June~~Interest ~~30,~~Income: ~~2024,~~Interest ~~and~~is ~~2023, the balance of~~ accrued ~~expenses was $73,196~~ and ~~$118,860, respectively,~~recognized Asin ofthe ~~June~~income ~~30,~~statement ~~2023~~over the ~~balance~~term ~~consisted~~ of ~~expenses relating to salary and payroll accrual for development and administration teams and~~ the ~~current~~Note ~~portion of operating lease liabilities. As of June 30, 2024, salary and payroll accruals for related party are reported~~ in ~~due~~accordance towith ~~related parties and current portion of operating lease liabilities are reported as its own line item. As June 30, 2024,~~ the ~~balance~~effective ~~consisted of accrued~~ interest ~~of $11,000 and payroll for non-related parties of $62,196~~rate.~~75.~~

~~9. DUE~~● TOCredit ~~RELATED~~Losses: ~~PARTIES~~There is no credit losses or allowance since title remain with the company until the Notes are paid in full.

As of June 30, 2024, and 2023, the balance of due to related parties was $1,753,417 and $2,834,323, respectively, and related to both costs paid on behalf of the Company and funding to the Company provided by Harthorne Capital, Inc, an affiliate of the Company and other related party members8. ~~As of June 30, 2024, salary and payroll accruals for directors are also~~ ~~included~~INCOME inTAXES ~~due~~– toDEFERRED ~~related~~TAX ~~party. In prior year they were included in accrued expenses.~~ASSET

OnIncome ~~February~~Tax 13, 2023, the Company entered into compensation agreements with certain executive officers and directors of the Company and as a result, approximately $2,500,000 in salary compensation is included in the related party as of June 30, 2023.Expense

OnFor ~~June 26, 2024,~~ the ~~Board~~fiscal ~~approved~~year aended ~~$1.1 million convertible bridge loan to Awaysis Capital, Inc by Harthorne Capital, Inc, an affiliate of the Company. As of~~ June 30, ~~2024~~2025, ~~and 2023,~~ the ~~net~~Company ~~balance~~recorded ofno Notes – related party was $36,565 and $0, respectively. The net balance consists of the principle of the note of $1,100,000 and the discount on the beneficial conversion feature of $(1,100,000). This Discount is amortized on a straight-line basis over the life of the note. The current ~~amortization~~or ofdeferred ~~the~~income ~~discount~~tax ~~is $36,565~~expense.

10As of June 30, 2025, the Company had net operating loss (“NOL”) carryforwards of approximately $14,368,692, which are available to offset future taxable income, subject to applicable limitations under the Internal Revenue Code. The related gross deferred tax asset ~~NOTES~~is ~~PAYABLE~~approximately ~~AND~~$3,017,425, ~~CONVERTIBLE~~calculated ~~NOTE~~using ~~PAYABLE~~a –U.S. ~~RELATED~~federal ~~PARTY~~tax rate of 21%.

~~The~~In ~~Company~~accordance ~~has~~with ~~notes~~ASC ~~payable~~740, asAccounting offor ~~June~~Income 30Taxes, ~~2024,~~deferred ~~and~~tax ~~2023~~assets inare recognized only to the ~~amount~~extent that realization of ~~approximately~~such assets $2is more likely than not. In evaluating the realizability of its deferred tax assets,~~600~~ the Company considered both positive and negative evidence,~~000~~ including cumulative historical losses and $2the absence of objectively verifiable sources of future taxable income. Based on this evaluation,~~600,000,~~ ~~respectively~~management concluded that it is not more likely than not that the deferred tax assets will be realized at this time.

~~On June 30~~Accordingly, ~~2022,~~ the Company ~~purchased~~has ~~from~~recorded a ~~non-related~~full ~~party,~~valuation ~~real~~allowance ~~estate~~against ~~asset~~its ~~appraised~~deferred attax ~~$11~~assets,~~409,500~~ ~~and~~resulting ~~executed~~in ~~two~~no ~~unsecured demand~~net ~~promissory~~deferred ~~notes~~tax ~~bearing~~asset ~~annual~~recognized in ~~interest~~the ~~rates~~consolidated offinancial ~~0%.~~statements ~~The first is~~ for ~~$2,600,000 and~~ the ~~second~~fiscal ~~was~~year inended ~~the~~June ~~amount of $280~~30,~~000. This~~ ~~second note was subsequently fully paid on August 8, 2022~~2025.

~~Convertible~~The ~~Note~~Company ~~Payable~~will –continue ~~Related~~to ~~Party~~assess the realizability of its deferred tax assets at each reporting date and will adjust the valuation allowance in future periods if evidence becomes available that indicates it is more likely than not that some portion of the deferred tax assets will be realized.

OnValuation ~~June~~Allowance ~~26,~~Roll 2024, the Board approved a $1.1 million convertible bridge loan to Awaysis Capital, Inc. by Harthorne Capital, Inc., an affiliate of the Company, bearing an annual interest rate of 12%. The note is due June 19, 2025 unless sooner paid in full or converted in accordance with the terms of conversion at $.30 per share. The excess of the fair value of the convertible note is $2,016,667 and the discount in the amount of $1,100,000 is amortized over a 1-year period with a maturity date of June 19, 2025.forward

As SCHEDULE ofOF ~~June~~VALUATION ~~30,~~ALLOWANCE ~~2024,~~ROLL and 2023, the net balance of Notes – related party was $36,565 and $0, respectively. The net balance consists of the principle of the note of $1,100,000 and the discount on the beneficial conversion feature of $(1,100,000)..This Discount is amortized on a straight-line basis over the life of the note. The current amortization of the discount (recorded as interest expense) is $36,565.FORWARD

Component	June 30, 2025
Net operating loss carryforwards	$	14,368,692

Gross deferred tax asset	$	3,017,425
Less: Valuation allowance	$	(3,017,425	)
Net deferred tax asset recognized	$	0

9. OTHER NON- CURRENT ASSETS

Other non-current assets consist of escrow deposit – real estate and security deposit. The balance of other non-current assets as of June 30, 2025, and 2024 was $19,500 and $19,500, respectively. As of June 30, 2025 and June 30,2024, the balance consisted of security deposit of $14,500, and an escrow deposit- real estate of $5,000.

10. ACCOUNTS PAYABLE

As of June 30, 2025, and 2024, the balance of accounts payable was $362,688 and $98,200, respectively, and related primarily to expenses relating to SEC filings, outstanding legal expenses, share transfer expenses and construction on Awaysis Casamora.

11. OTHER CURRENT LIABILITIES

Other current liabilities consist of business and hospitality tax payables, a security deposit liability, payroll liabilities, and Chial Reserve Escrow Deposit payables and Chial Reserve homeowners’ maintenance fees. The balance of other current liabilities as of June 30, 2025, and 2024 was $293,307 and $64,356, respectively,

As of June 30, 2025 the balance consisted of payroll for non-related parties of $133,548, Chial’s escrow deposit payable of $125,000 related to a deposit made in connection with the sale and purchase agreement of a villa and surrounding property, security deposit liabilities of $16,000, due to non-related parties of $13,607, Chial’s homeowners revenue and maintenance fees of $3,095, hospitality tax of $2,021, and business tax payable of $36. As of June 30, 2024, the balance consisted of payroll for non-related parties of $62,197, security deposit liability of $1,700, and hospitality tax of $459.

12. ACCRUED EXPENSES

As of June 30, 2025, and 2024, the balance of accrued expense was $233,556 and $11,000, respectively, and related to accrued interest and fiscal year 2025 audit fees. In prior year, accrued interest was reported in current liabilities. It has been reported separately for the year ended June 30, 2025.

13. DUE TO RELATED PARTIES

As of June 30, 2025, and 2024, the balance of due to related parties was $1,855,948, and $653,417, respectively, and related to both costs paid on behalf of the Company and funding to the Company provided by Harthorne Capital, Inc, an affiliate of the Company, and other related party members. As of June 30, 2025, and 2024, the balance also includes all salary and payroll accruals for the Company’s development and administrative teams.

14. NOTES PAYABLE – RELATED PARTIES

As of June 30,2025 and 2024, the balance of notes payable – related parties was $1,500,000 and $0. On December 20, 2024, the Company executed a due on demand note payable to Michael Singh for the purchase of the stocks of Awaysis Belize LTD and Chial Mountain Limited in the amount of $1,500.000 The balance of this note as of June 30, 2025, is $1,500,000 and bears no interest. On October 28, 2025, the Company amended the maturity date to the earlier of November 30, 2025, or the up-listing of the Company to the NYSE American.

15. CONVERTIBLE NOTES PAYABLE – RELATED PARTIES

As of June 30, 2025, and 2024, the balance of convertible notes payable – related party was $1,837,278, and $1,100,000, respectively.

On June 26, 2024, the Board approved a $1.1 million convertible bridge loan to the Company by Harthorne, bearing an annual interest rate of 12%. The note was originally due on June 19, 2025, unless sooner paid in full or converted in accordance with the terms of conversion at $0.30 per share. The maturity date of this note was extended to November 30, 2025.

On December 20, 2024, the Company executed a convertible note payable to Michael Singh, Co-Chief Executive Officer and significant shareholder, for the purchase of the stocks of Awaysis Belize LTD and Chial Mountain Limited in the amount originally stated at $1,600,000 subject to true up of the purchase price in subsequent period. This note carries interest at 3.5% and is also subject to the valuation true-up. On October 28, 2025, the Company amended the maturity date to the earlier of November 30, 2025, or the up-listing of the Company to the NYSE American.

On May 21, 2025, the Company entered into a Convertible Promissory Note with Andrew Trumbach, the Company’s Co-CEO and CFO as the lender, which memorialized a $150,000 loan and loan terms. The amount borrowed was provided by Dr. Trumbach to the Company on April 10, 2025. Interest on the loan is 12% per annum, payable, with the principal and all fees, costs and expenses then due under the note, on October 10, 2025. The note is convertible into the common stock of the Company, in whole or in part, at the option of Dr. Trumbach at any time prior to its maturity date, at an exercise price per share of $0.16. The Company is using the proceeds from the loan for working capital and general corporate purposes. The maturity date of the note was extended to November 30, 2025.

F-13

11As of June 30, 2024, the Company accounted for convertible notes payable in accordance with ASC 470-20. A beneficial conversion feature ~~STOCKHOLDERS’~~is ~~EQUITY~~a ~~(DEFICIT)~~non-detachable conversion feature that is “in the money” at the commitment date, which requires recognition of interest expense for underlying debt instruments and a deemed dividend for underlying equity instruments. A conversion option is in the money if the effective conversion price is lower than the commitment date fair value of a share into which it is convertible.

As of June 30, 2024, and per ASU 470-20, the excess of the fair value of the convertible note was $2,016,667 and the discount in the amount of $1,100,000 was amortized over a 1-year period with a maturity date of June 19, 2025.

As of June 30, 2024, the net balance of Notes – related party was $36,565. The net balance consisted of the principle of the note of $1,100,000 and the discount on the beneficial conversion feature of $(1,100,000). This discount was amortized on a straight-line basis over the life of the note. The amortization of the discount (recorded as interest expense) was $36,565.

As of July 1, 2024, the Company is required to adopt ASU 2020-06, Debt – Debt with Conversion and options (subtopic 470-20), and all related amendments on July 1, 2024, on a full retrospective basis. This new standard removed guidance in ASC 470-20 that required separate accounting for beneficial conversion features and amended disclosure requirements. Per the new guidance, the convertible debt can be accounted for as a single liability unit and eliminates the beneficial conversion feature.

As the convertible loan was approved by the Board on June 26, 2024, the retrospective impact of this adoption effects the financials only for the year ended June 30, 2024. The financial impact is removing the discount on the beneficial conversion feature and the related amortization from the liability and equity section of the financial statements for the year ended June 30, 2024. This accounted for an increase in the liabilities by $1,063,435 related to the Discount on beneficial conversion of $1,100,000 feature and the related amortization of $36,565, an increase to retained earnings beginning balance related to the interest expense from the amortization of the discount on beneficial conversion feature of $36,565, and a decrease to equity of $1,100,000 related to additional paid in capital beneficial conversion feature.

After the adoption of ASU 2020-06, the balance of the convertible note payable is $1,100,000 as of June 30, 2025 and June 30, 2024.

SCHEDULE OF RESTATED BALANCE SHEET

Balance Sheet
	Balance Sheet at			Adoption of			June 30,2024
	June 30, 2024			ASU 2020-06			Restated
	(Audited)			Adjustments			Balance Sheet
Convertible note payable - related party, net of discount		36,565			1,063,435			1,100,000
Total current liabilities		3,552,541			1,063,435			4,615,976

Total liabilities		3,735,190			1,063,435			4,798,625

Additional paid in capital		18,484,873			(1,100,000	)		17,384,873
Accumulated deficit		(12,642,933	)		36,565			(12,606,368	)
Total stockholders’ equity		8,747,956			(1,063,435	)		7,684,521
Total liabilities and stockholders’ equity		12,483,146			0			12,483,146
Income Statement
Interest Expense		47,565			36,565			11,000
Net loss		(7,093,476	)		36,565			(7,056,911	)

16. LINE OF CREDIT PAYABLE – RELATED PARTY

Between December 20, 2024, and June 30, 2025, the Company borrowed an aggregate of $3,240,939, evidenced by a Secured Promissory Note, dated December 1, 2024, and as amended on April 22, 2025, under a planned committed Line of Credit with BOS Investment Inc. to borrow up to an aggregate of $5,000,000. BOS is an affiliate of Michael Singh, the Company’s Co-CEO. The Company used a portion of the proceeds from the loan for the acquisition of an additional operating property in Belize and expects to use additional proceeds for other targeted acquisitions, and to further develop the Company’s Awaysis Casamora Assets. The Line of Credit has an outstanding principal balance of $3,240,939 at June 30, 2025, and bears interest at 3.5 percent per annum.

On April 22, 2025, the parties entered into an amendment to the Secured Promissory Note, to provide that principal and interest shall be due on June 1, 2025.

On August 31, 2025, the parties entered into an amendment to the Secured Promissory Note, to provide that principal and interest shall be due November 30, 2025.

The note is secured by a first priority lien on substantially all of the assets of Awaysis Belize Limited and contains customary events of default, which entitle BOS, among other things, to accelerate the due date of the unpaid principal and accrued and unpaid interest of the note. Additional definitive documentation regarding the line of credit has not yet been negotiated or entered into. However, the Company expects the note will be rolled into the definitive documents relating to the full line of credit once finalized and executed.

17. NOTES PAYABLE

The Company has notes payable as of June 30, 2025, and 2024 in the amount of approximately $2,596,378 and $2,600,000, respectively.

On June 30, 2022, the Company purchased from a non-related party, real estate asset appraised at $11,409,500 and executed two unsecured demand promissory notes bearing annual interest rates of 0%. The first is $2,600,000 and the second was in the amount of $280,000. This second note was subsequently fully paid on August 8, 2022.

F-14

18. OPERATING LEASES - LESSEE

The Company has an operating lease for office space, with a term of 5 years. As of June 30, 2025, the Company did not have any additional material operating leases that were entered into, but not yet commenced. The maturity schedule of future minimum lease payments under operating leases and the reconciliation to the operating lease liabilities reported on the

Consolidated Balance Sheets was as follows:

	June 30, 2025

2026		90,588
2027		92,220
Thereafter		31,113
Total operating lease payments		213,921
Present value adjustment		(15,584	)
Total operating lease liabilities	$	198,337

The total operating lease liability amount consists of current and long-term portion of operating lease liabilities of $90,588 and $107,749, respectively.

Operating lease costs were $87,851 and $87,851 for the year ended June 30, 2025 and the year ended June 30, 2024, respectively.

The following table summarizes the weighted-average remaining lease term and weighted-average discount rate related to the Company’s operating leases as of June 30, 2025:

	June 30, 2025

Weighted-average remaining lease term, years		2.3
Weighted-average discount rate, %		7.0	%

19. COMMITMENTS & CONTINGENCIES

Legal Proceedings

We were not subject to any legal proceedings during the year ended June 30, 2025, and, to the best of our knowledge, no legal proceedings are pending or threatened.

Purchase Commitments

We were not party to any purchase commitments during the year ended June 30, 2025.

F-15

20. STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

As of June 30, 2024, we were authorized to issue 25,000,000 shares of preferred stock with a par value of $0.01.

No shares of preferred stock were issued and outstanding during the fiscal years ended June 30, ~~2024~~2025 or ~~2023~~2024.

Common Stock

As of June 30, ~~2024~~2025, we were authorized to issue 1,000,000,000 shares of common stock with a par value of $0.01, of which ~~383~~385,~~958~~176,~~598~~744 shares of common stock were issued and outstanding and 943,000 shares of common stock were subscribed, contractually obligated and committed to be issued but not yet issued.

During the fiscal year ended June 30, ~~2024~~2025, the Company issued ~~131~~1,~~731~~218,~~545~~146 common shares in the amount of $8410,~~857~~769,~~679.~~ From this amount, the ~~Company~~ Company issued 3467,~~589,239~~333 shares for payment of professional services in the amount of $~~$918~~248,~~349.~~518, ~~The~~and ~~Company~~ issued 28750,~~142,306~~813 ~~shares for~~restricted ~~Director~~stock ~~equity~~shares ~~compensation~~ in the amount of $6162,~~939,330, and paid a discounted director bonus of 100,000,000 shares in the amount of $1,000,000,~~251.

~~During~~Stock-based compensation of $248,518 and $8,857,679 was issued for services during the fiscal ~~year~~years ended June 30, ~~2023~~2025, ~~the~~and ~~Company~~2024, ~~sold 100~~respectively,~~000~~ ~~common~~and ~~shares~~is included in athe ~~private~~General ~~offering,~~and atAdministrative expenses ain ~~price~~the ~~per~~Consolidated ~~share~~Statements of $1Operations.~~00 for $100,000 in gross proceeds.~~

~~During~~As ~~the~~of ~~year ended~~ June 30, ~~2023~~2025, the Company has entered into subscription agreements with investors in a private offering, for 943,000 shares, at a price per share of $1.00 for $943,000, and has a subscription receivable ~~of $943,000~~ in the Consolidated Balance Sheet.

During the fiscal year ended June 30, ~~2023~~2024, the Company ~~has~~issued ~~collected~~131,731,545 ancommon ~~aggregate~~shares in the amount of $~~250~~8,~~000~~857,679. ~~from~~From this amount, the Company ~~committed~~issued ~~subscription~~3,589,239 ~~agreements~~shares ~~and~~for ~~has~~payment of professional services in the amount of $918,349. The Company issued 28,142,306 shares ~~250~~for Director equity compensation in the amount of $6,939,330, and paid a discounted director bonus of 100,000,000 shares ofin ~~common~~the ~~stock~~amount of ~~accordingly.~~$1,000,000,

~~During~~On June 26, 2024, the ~~fiscal~~Board ~~year~~passed ~~ended~~a ~~June~~resolution ~~30,~~to ~~2023,~~allow the officers of the Company ~~issued~~and ~~100~~certain other parties to convert their unpaid salaries or other compensation to equity compensation,~~050~~ The company converted salaries and other compensation totalling $6,~~000~~939,330 into ~~shares~~an aggregate of ~~restricted~~28,142,306 shares of common stock. toThe ~~certain~~issuance of ~~its~~such ~~executive~~shares ~~officers~~was effected ~~and~~subsequent ~~directors~~to June 30, 2024.

OnThe ~~June~~Company ~~26,~~has ~~2024,~~ the ~~Board~~following ~~passed~~potentially adilutive ~~resolution~~debt toor ~~allow~~equity ~~the~~instruments ~~officers~~which ofwere ~~the~~issued ~~Company~~or ~~and~~outstanding ~~certain~~as ~~other~~of ~~parties~~the toyear ~~convert~~ended ~~their unpaid~~June ~~salaries or other compensation to equity compensation~~30, ~~The company converted salaries and other compensation totaling $6~~2025,~~939,330 into~~ anor ~~aggregate~~for ofthe ~~28,142,306 shares~~year ofended ~~common stock. The issuance of such shares was effected subsequent to~~ June 30, 2024.:

~~Stock-based compensation~~● ofOn ~~$918~~June 26,~~349~~ ~~and~~2024, the Board approved a $~~112,557~~1.1 ~~was~~million ~~issued~~convertible ~~for~~bridge ~~services~~loan ~~during~~to the ~~fiscal~~Company ~~years~~by ~~ended~~Harthorne, bearing an annual interest rate of 12%. The note was originally due on June 3019, ~~2024~~2025, ~~and~~unless ~~2023,~~sooner ~~respectively,~~paid ~~and is~~in ~~included~~full or converted in accordance with the ~~General~~terms ~~and~~of ~~Administrative~~conversion ~~expenses~~at in$0.30 ~~the~~per ~~Consolidated~~share. ~~Statements~~This ofnote ~~Operations~~has been extended to November 30, 2025.

~~No potentially~~● ~~dilutive~~On ~~debt~~December or20, ~~equity~~2024, ~~instruments~~the ~~were~~Company ~~issued~~executed ora ~~outstanding~~convertible ~~during~~note payable to Michael Singh, Co-Chief Executive Officer and significant shareholder, for the ~~fiscal~~purchase ~~year~~of ~~ended~~the ~~June~~stocks of Awaysis Belize LTD and Chial Mountain Limited in the amount originally stated at $1,600,000 subject to true up of the purchase price in subsequent period. This note carries interest at 3.5% and is also subject to the valuation true-up. On October 28, 2025, the Company amended the maturity date to the earlier of November 30, ~~2024~~2025, ~~and~~or ~~2023~~the up-listing of the Company to the NYSE American.

● On May 21, 2025, the Company entered into a Convertible Promissory Note payable to Andrew Trumbach, the Company’s Co-CEO and CFO as the lender, which memorialized a $150,000 loan and loan terms. The amount borrowed was provided by Dr. Trumbach to the Company ~~has~~on ~~not~~April ~~declared~~10, or2025. ~~paid~~Interest ~~any~~on ~~dividends~~the orloan ~~returned~~is 12% per annum, payable, with the principal and any ~~capital~~and toall fees, costs and expenses then due under the note on October 10, 2025. The note is convertible into the common stock ~~shareholders~~of asthe ofCompany, ~~June~~in 30whole or in part, ~~2024~~at the option of Dr. Trumbach at any time prior to its maturity date, at an exercise price per share of $0.16. The Company is using the proceeds from the loan for working capital and ~~2023~~general corporate purposes. This note has been renewed to November 30, 2025.

~~F-14~~The Company has not declared or paid any dividends or returned any capital to common stock shareholders as of June 30, 2025, and 2024.

In periods where the Company reports a net loss, all potentially dilutive securities – including stock options and convertible notes – are anti-dilutive and therefore excluded from the calculation of diluted loss per share.

F-16

Warrants

No warrants were issued or outstanding during the twelve months ended June 30, ~~2024~~2025, or ~~2023~~2024.

Stock Options

The Company has adopted the 2022 Omnibus Performance Award Plan in February 2022 (the “Plan”). The Plan authorizes the granting of 19,775,931 of the Company’s Common Stock. No stock options under the Plan were issued or outstanding during the twelve ~~months~~ months ended June 30, ~~2024~~2025 or ~~2023~~2024.

On February 13, 2023, the Company awarded to certain of its executive officers, options to purchase an aggregate of 22,500,000 shares of the Company’s stock at an exercise price per share equal to the fair market value of the Company’s common stock on the date of the grant, $0.32 per share; all of which are currently exercisable and outstanding as of June 30, ~~2024~~2025. No expense has been recorded under ASC 718 as there is no compensation expense to be recognized. The expense for stock options is based on the fair value of the options at the grant date, and this fair value is determined to be zero.

1221. REVENUE

During the fiscal year ended June 30, ~~2024~~2025, and June 30, ~~2023~~2024, the Company earned revenue of $50441,~~674~~059 and $~~107~~50,~~760~~674, respectively. Of this revenue, $17322,~~655~~811, was recognized from rental income, ~~while~~ $3389,~~019~~890 was earned from ~~commissions~~commission, and ~~other~~$28,357 is ~~services~~from Management Fees.

1322. SALES AND MARKETING EXPENSES

Advertising expenses amounted to approximately $36189,~~675~~339 and $9136,~~319~~675 as of June 30, ~~2024~~2025, and June 30, ~~2023~~2024, respectively, consisting of marketing ~~and~~ and support of our products and services, promotional and public relations expenses and management and administration expenses in support of sales and marketing.

1423. GENERAL AND ADMINISTRATIVE EXPENSES

During the fiscal years ended June 30, ~~2024~~2025, and ~~2023~~2024, we incurred general and administrative expenses of $72,~~037~~951,~~957~~243 and $47,~~312~~037,~~499~~957, respectively, consisting of audit ~~and accounting~~ fees ~~related to its re-audit of 2021 and 2022 financial statements~~, travel and entertainment, payroll and employee benefits, legal fees, filing fees and transfer agent fees, all relating to both sustaining the corporate existence of the Company and public company offering and compliance expenses. The year ended June 30,2024 general and administrative expense is higher than the year ended June 30,2025 due to salary bonus provided as of June 30,2024, and audit and accounting fees related to a re-audit of 2021 and 2022 financial statements.

1524. OTHER (INCOME) (EXPENSE)

During the fiscal ~~year~~years ended June 30, 2025 and 2024, we incurred ~~interest~~other ~~expense on~~income aand ~~convertible~~expenses ~~note~~of $25,418 and ~~interest~~$32,953, respectively, ~~expense~~representing on the ~~beneficial~~net ~~conversion~~effect ~~feature~~ of ~~$47,565,~~other aincome ~~loss~~ of ~~$22,145~~mortgage oninterest anincome ~~asset~~and ~~from~~foreign aexchange ~~write~~gains, ~~off of~~offset ~~software~~by ~~which~~foreign ~~was~~exchange losses ~~never put into service~~ and ~~other~~interest ~~income of $192~~expense.

~~During~~25. ~~the~~NET ~~fiscal year ended June 30, 2023 we incurred other income of $612.~~LOSS

16During the fiscal year ended June 30, 2025, and 2024, we recognized net losses of $(2,724,941) and $(7,056,911), respectively. These losses were primarily attributable to accounting, marketing, legal, filing fees and transfer agent fees to ~~COMMITMENTS~~sustain &the ~~CONTINGENCIES~~corporate existence of the Company and public company-related expenses, and the continued transition from being a shell company to an operating company. The decrease in net loss in fiscal year 2024 compared to fiscal year 2025 was a result of increased revenue income with the addition of Chial Mountain Limited and a lower annual salary expense due to a salary bonus of $4,400,000 accrued in fiscal year 2024.

~~Legal~~26. ~~Proceedings~~SUBSEQUENT EVENTS

WeThe ~~were~~Company ~~not~~evaluated ~~subject~~subsequent toevents ~~any~~after ~~legal~~June ~~proceedings~~30, ~~during~~2025, ~~the~~in ~~twelve~~accordance ~~months~~with ~~ended~~FASB ~~June~~ASC ~~30,~~855 ~~2024~~Subsequent ~~and 2023 and~~Events, tothrough the ~~best~~date of ~~our~~the ~~knowledge, no~~issuance ~~legal~~of ~~proceedings~~these financial statements and has determined the following subsequent events are ~~pending~~required orto ~~threatened.~~be disclosed:

~~17.~~Amendment ~~SUBSEQUENT~~to ~~EVENTS~~Chial Purchase Agreement

~~The~~On October 28, 2025, the Company ~~evaluated~~and ~~subsequent~~Chial ~~events~~Mountain ~~after~~entered ~~June~~into 30an Amendment to Agreement of Purchase and Sale, dated December 31, 2024 and effective December 20, in2024, ~~accordance~~as ~~with~~amended, ~~FASB~~to ~~ASC~~extend ~~855~~the ~~Subsequent~~contract ~~Events,~~period ~~through~~to permit a new appraisal of the ~~date~~Chial Reserve Assets and to provide for the negotiation of an adjustment to the ~~issuance~~purchase price in light of such appraisal, to be set forth in a post-closing agreement to be executed within thirty (30) days following completion of ~~these~~the ~~financial~~new ~~statements~~appraisal. ~~and~~The ~~has~~Parties ~~determined~~further agreed that either party may dispute the ~~following~~results ~~subsequent~~of ~~events~~the ~~are~~new ~~required~~appraisal within fifteen (15) days of receipt, with the original deadline to execute the agreement being subject to beautomatic ~~disclosed~~extension to the next feasible date, which shall not constitute a default.

As of the date ofthe financial statements were issued, the appraisal ~~issuance~~and ofany ~~these~~related ~~financial~~purchase ~~statements~~price adjustment had not been finalized. Accordingly, ~~the~~no ~~Company~~adjustment has ~~engaged~~been inmade ~~two~~to ~~lease~~the ~~contracts~~carrying ~~for~~amounts ~~commercial~~of ~~space~~the ~~rental~~related ~~enabling~~assets anor ~~increase~~liabilities inas ~~rental~~of ~~income~~June 30, 2025. Management will evaluate the outcome of the appraisal and any resulting modification ~~$16,000~~to ~~per~~the ~~month.~~purchase ~~The~~price ~~two~~in ~~Leases~~the ~~are~~period ~~detailed~~in ~~below~~which it becomes known.

● On September 1, 2024, The Company obtained a signed 6-month lease contract for the use of Parcel 12132 and 12135 Block 7 of commercial space located at Casamora Resort in San Pedro, Belize for $3,000 USD a month rent with utilities not included. Due at commencement of this lease is first month’s rent, last month’s rent, and a security deposit of $3,000. This lease may be renewed for an additional six months if the tenant gives notice 2 months prior Amendment to ~~termination~~Maturity ~~date.~~Date ~~● On September 1, 2024, The Company obtained a signed 6-month lease contract for the use~~ of ~~approximately~~Promissory 2500 square feet of commercial space basement, 5,000 square feet first floor, and 5,000 square feet second floors, and large terrace on the roof located at Casamora Resort in San Pedro, Belize for $13,000 USD a month rent with utilities not included. The first month’s rent is abated, and due at commencement of this lease is the last month’s rent, and a security deposit of $13,000. In the event of a default, the abated rent shall be immediately due. This lease may be renewed for an additional six months if the tenant gives notice 2 months prior to termination date. ● As of September 30,2024, the Company was approved for a $5,000 000 Line of Credit with an expected closing date in October 2024. The Line of Credit terms are for 12 months at an interest rate of 3.5%. The use of proceeds is for acquisition of Chial Limited and other targeted acquisitions and to complete the development of Awaysis Casamora.Notes

InOn October ~~September~~28, ~~2024~~2025, the Company’s ~~Board~~amended ofthe ~~Directors~~maturity ~~and~~date ~~holders~~ of athe ~~majority~~following ofpromissory ~~its~~notes ~~outstanding voting securities, approved of a reverse split of up~~ to ~~1-for-20 of~~ the ~~Company’s~~earlier ~~issued and outstanding shares~~ of ~~common~~November ~~stock (the “Reverse Split”) and authorized the Company’s Co-CEOs~~30, ~~in their sole discretion~~2025, toor ~~determine~~ the ~~final ratio and effect the Reverse~~ ~~Split~~up ~~any~~listing ~~time before the one year anniversary~~ of the ~~approval date. The~~ Company ~~does not yet have an effective date for the Reverse Split, but expects the Reverse Split~~ to ~~take effect in~~ the ~~second~~NYSE ~~half of its 2025 fiscal year.~~American:

Other than as provided above or in the other notes to these financial statements, the Company has determined that there were no other subsequent events that are required to be disclosed.

	1.	$1,500,000 Secured Promissory Note, dated December 21, 2024, as amended, between the Company and Mr. Singh, which bears no interest; and

	2.	$1,600,000 Senior Convertible Promissory Note, dated December 20, 2024, as amended, between the Company and Michael Singh, bearing interest at 3.5% per annum; and

~~F-15~~On October 28, 2025, the Company and BOS amended the $3,000,000 Secured Promissory Note, dated December 1, 2024, as amended, bearing interest at 3.5% per annum to extend the maturity date to November 30, 2025.

On September 16, 2025 , the Company amended the maturity date of the $1.1 million convertible bridge loan to the Company by Harthorne, dated June 26,2024 bearing an annual interest rate of 12% to November 30, 2025.

On October 10, 2025, the Company amended the maturity date of the $150,000 Convertible Promissory Note dated May 21, 2025 with Andrew Trumbach, bearing interest at 12% per annum to November 30,2025.

Other than as provided above or in the other notes to these financial statements, the Company has determined that there are no other subsequent events that are required to be disclosed.

F-17

Filing Compare · Awaysis Capital, Inc.