Awaysis Capital, Inc 10-K for FY2026
Awaysis Capital, Inc. (AWCA)
About this 10-K
Awaysis Capital, Inc filed this 10-K on October 16, 2026, covering the fiscal year ended June 30, 2026 (FY2026).
Awaysis Capital reported fiscal 2026 revenue of $1,286,305 versus $441,059 in 2025, a net loss of $(2,586,639), cash of $380,773, and noted substantial doubt about going concern due to approximately $7.4 million of promissory notes maturing December 8, 2026. AI summary
Headline figures
Fiscal year ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $222K
- Net loss
- $2.59M
- compared with a net loss of $2.72M a year earlier
- Diluted EPS
- -$0.01
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For
the fiscal year ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. | |
| For the transition period from ____ to _____ |
Commission
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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
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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
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405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
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| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller
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| Emerging
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by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The
aggregate market value of the common stock held by non-affiliates and non-voting equity held by non-affiliates computed by reference
to the price at which the common stock was last sold, or the average bid and asked prices of such common stock as of December 31, 2025,
the registrant’s most recently completed second fiscal quarter, was approximately $
As of October 15, 2026 there were shares of common stock, par value $ per share, outstanding.
TABLE OF CONTENTS
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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.
| ● | Risks that there may be significant costs and expenses associated with liabilities related to the development of its assets that were either unknown or are greater than those anticipated at the time of the acquisition of its assets; |
| ● | 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 operational and financial 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 adverse effect of an acquired asset on Awaysis’ reputation, relationships, operating results and business generally; |
| ● | Any impact of global economic conditions on Awaysis’ business, operating results, and financial condition; |
| ● | Risks related to Awaysis’ indebtedness, especially in light of the significant amount of indebtedness we have incurred to complete the acquisition and development of hospitality and resort properties; |
| ● | Risks relating to the planned unwinding and divestiture of our Chial Reserve assets; |
| ● | Inherent business risks, market trends and competition within the resort and hospitality industries; |
| ● | Compliance with and changes to United States, Belize and global laws and regulations, including those related to anti-corruption and privacy; |
| ● | 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 its ability to maintain data security; |
| ● | 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 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 to our Business and Finances
| ● | 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. |
| ● | We have only recently established any material and recurring revenues or 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 of $2,586,639 and $2,724,941 for the fiscal years ended June 30, 2026 and 2025, respectively, and we anticipate that we will continue to incur significant losses for the foreseeable future, and even as we commence generating material and recurring revenue, we may never achieve or maintain profitability. We had an accumulated deficit of $17,917,948 and $15,331,309 as of June 30, 2026 and 2025, respectively. |
| ● | We are planning a potential unwinding of our acquisition of the Chial Reserve property, which could materially and adversely affect our business, financial condition, results of operations and the trading price of our Common Stock. |
| ● | 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. |
| ● | 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 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. |
| ● | 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 fluctuation based on seasonality and other factors. |
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Risks Relating to our 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 vacation-remote work 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
| ● | If our Common Stock becomes listed on NYSE American, we expect to incur increased legal, accounting, compliance and corporate governance costs, and our management will devote additional time to complying with the requirements applicable to a company listed on a national securities exchange. |
| ● | 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. |
| ● | 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. |
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PART I
Item 1. Business.
The Company
Awaysis Capital, Inc. is a real estate management and hospitality company focused on the acquisition, redevelopment, ownership, sale, and management of residential vacation properties and resort communities in desirable travel destinations.
Our business strategy is to identify and reposition real estate properties that management believes have the potential to generate value through improvements, hospitality operations, residential sales, and property management services. Our operations include the development and management of vacation accommodations, short-term and long-term rentals, and related hospitality and property management activities.
Our current operations and development activities are concentrated in Belize, principally in San Pedro on Ambergris Caye. We also have operations in the Cayo District of Belize, which we have recently ceased developing pending a potential unwinding of our acquisition of this property. Although the Company has previously identified opportunities in the Caribbean, Europe, South America, and the United States, these locations represent potential longer-term strategic interests rather than current development commitments.
As of the filing date of this Annual Report on Form 10-K, the Company has no additional properties under contract or option and has not committed to new acquisition targets since September 2025. While we consider properties, assets and companies consistent with our business plan for acquisition or management from time to time, including entering into non-binding letters of intent, we have not entered into nor are we negotiating any definitive agreements for such properties, assets or companies at this time.
Business Strategy and Operating Priorities
The Company’s current operating strategy emphasizes the completion and commercialization of its existing Casamora property, the generation of recurring hospitality, booking and rental revenues, the management of construction expenditures, and the preservation of available capital.
Given the Company’s current financial obligations and the capital requirements associated with its existing developments, management is prioritizing activities expected to produce near-term operating cash flows while evaluating opportunities to reduce indebtedness and improve the Company’s financial position.
The Company intends to continue developing its property management and hospitality operations through a combination of Company-owned accommodations and units owned by third parties who elect to participate in Company-managed booking programs.
Under these arrangements, property owners may retain their units for personal use or enter into management agreements with the Company for short-term or long-term bookings, subject to applicable laws and contractual restrictions. Management fees and the allocation of bookings proceeds are governed by the respective agreements.
The Company’s ability to execute its development strategy depends on several factors, including access to additional financing, operating cash flows, construction costs, market demand, and the availability of qualified contractors and service providers.
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Properties
Awaysis Casamora
On June 30, 2022, the Company completed the acquisition of certain real estate assets in San Pedro, Belize (the “Awaysis Casamora Assets”), pursuant to purchase and sale agreements dated April 15, 2022.
The aggregate consideration was approximately $11.4 million, excluding transaction costs and fees, consisting of purchase money mortgages totaling approximately $2.88 million and 56.8 million shares of the Company’s common stock valued at $0.15 per share. The $280,000 purchase money mortgage was repaid on August 8, 2022.
The remaining $2.6 million purchase money mortgage bears no stated interest and is payable on demand, subject to its contractual terms and any subsequent amendments. The Company subsequently rebranded the acquired assets as Awaysis Casamora.
The Awaysis Casamora Assets, which remain under construction, 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 components to the property:
| ● | Oceanfront Condominium Complex. The principal four-story condominium complex contains 20 individually stratified two-bedroom, two-bathroom condominium units, with average interior space of approximately 1,400 square feet and additional balcony areas of approximately 250 square feet.
Twelve units are identified as available for resale. Construction and renovation activities are ongoing, with certain units requiring additional interior finishing and related improvements before they can be offered as completed accommodations.
The Company previously estimated remaining construction expenditures for this component at approximately $2.5 million. Actual expenditures and completion schedules will depend on updated contractor estimates, construction progress, and available financing. | |
| ● | Amenities and Commercial Building. The approximately 10,000-square-foot amenities building adjacent to the condominium complex has been renovated and is intended to support commercial and hospitality activities.The building has been leased to a third-party tenant under an arrangement initially providing monthly rental payments of $13,000 USD until June 30, 2027, with an option for an additional two years. The same tenant is leasing the three story mixed use building under the same periods for a monthly payment of $5,500.00 USD. | |
| ● | Waterfront Villas. The property includes two two-story waterfront villas. The north villa contains four one-bedroom, one-bathroom units. The south villa contains two one-bedroom, one-bathroom ground-floor units and a three-bedroom, three-bathroom upper-level unit.
The Company has undertaken renovations and refurbishment activities involving these villas, including roofing, balconies, interior improvements, and related construction work. Management is prioritizing the completion and availability of selected units for rental operations, subject to available working capital and construction requirements. | |
| ● | Three-Story Mixed-Use Building. The property also includes a three-story mixed-use building with residential and commercial space. The building contains ground-floor office space, second-floor space suitable for residential or other permitted use, and a furnished three-bedroom penthouse.
The Company has previously entered into rental arrangements covering the penthouse and additional space within the building. These arrangements provide recurring rental income and support the Company’s strategy of generating revenue from completed portions of the development. |
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.
| 5 |
Development Strategy
Management’s immediate priority is to increase the number of accommodations available for rental and improve the revenue-generating capacity of the existing development.
The Company’s development plan includes completing selected waterfront villa renovations, improving common areas and guest access, and continuing construction activities within the condominium complex as financing permits.
As of the filing date, the Company has identified six units as available for sale or short-term or long-term booking, including four Company-owned units and two units managed on behalf of third-party owners. These are expected to be available for rental for the upcoming peak season.
Management previously estimated total remaining development costs of approximately $3.015 million, comprising approximately $2.5 million for the condominium complex and $515,000 for the waterfront villas. These amounts represent prior development estimates and are subject to revision based on updated construction budgets, engineering assessments, contractor pricing, and the scope of work ultimately approved.
The Company is targeting completion of additional development activities during calendar year 2027. However, there can be no assurance that the Company will complete the improvements within the anticipated period.
The Company’s actual rental rates, occupancy, and revenue performance will depend on the condition and availability of completed units, tourism demand, competition, seasonality, and prevailing market conditions.
Infrastructure and Construction
The Company has undertaken infrastructure and development improvements at Casamora, including utility connections, access improvements, structural assessments, renovations, and building improvements.
The development has received building permits and environmental approvals as previously disclosed. No additional approvals or permits are expected as construction progresses. Management continues to evaluate the scope, sequencing, and funding of the remaining construction work.
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Chial Mountain Assets
Acquisition and Financing
On December 31, 2024, Awaysis Belize Ltd., a wholly owned subsidiary of the Company, entered into an acquisition transaction involving Chial Mountain Ltd. and certain related real estate and operating assets located in the Cayo District of Belize (the “Chial Reserve Assets”). The transaction was effective December 20, 2024, pursuant to the applicable purchase and sale agreements and subsequent amendments.
The transaction included the acquisition of Chial Mountain Ltd. and substantially all of its assets, including approximately 63 acres of real property and associated resort development assets.
The originally estimated aggregate purchase consideration was approximately $5.5 million, subsequently adjusted to approximately $4.465 million based on appraisal and transaction-related adjustments. The consideration included cash payments and promissory notes issued in connection with the acquisition, including obligations to Michael Singh, the Company’s Co-Chief Executive Officer and a related party.
The transaction included a $1.5 million secured promissory note bearing no stated interest and a senior convertible promissory note originally issued in the principal amount of $1.6 million, bearing interest at 3.5% per annum, which was subsequently adjusted in connection with the transaction valuation.
Effective June 15, 2026, the Company amended the maturity dates of the secured promissory note and the convertible promissory note to the earlier of December 8, 2026, or the Company’s uplisting to the NYSE American. The notes contain security provisions and customary default remedies as described in the applicable agreements.
On January 30, 2025, Chial Mountain assigned to Awaysis Belize an agreement relating to the potential acquisition of approximately 157 acres of additional property adjacent to the Chial Reserve Assets. The proposed acquisition was subsequently divided into two parcels.
The Company completed the acquisition of an approximately 50-acre parcel on June 30, 2025, for consideration of approximately $250,000. The acquisition of the remaining approximately 107 acres was not completed because the seller was unable to deliver clear title. The related purchase and sale agreement expired in accordance with its terms, and the Company has no further obligation under that agreement.
Following the acquisition of the 50-acre parcel, the Chial property holdings comprised approximately 113 acres.
Description of Assets
Chial Reserve is a residential resort development situated in the Macal River Valley in the Cayo District of Belize. The development includes completed and partially developed residential villas, related infrastructure, and hospitality amenities.
Seven completed two-bedroom villas were identified in the Company’s prior development description. These villas feature private pools, decks, kitchens, and other residential amenities. The completed villas have been sold to third-party owners, and six were identified as participating in the Company’s rental management program.
The property also includes restaurant and café facilities and maintenance and operational infrastructure. The Company’s original development strategy contemplated additional villas, expanded hospitality services, wellness facilities, and related amenities.
However, as discussed below, the Board of Directors has approved pursuing a transaction to divest the Chial assets and unwind the acquisition-related arrangements. Accordingly, the Company is no longer presenting the previously contemplated Chial expansion activities as ongoing Company development commitments.
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Proposed Unwinding of Chial Acquisition
On October 9, 2026, subsequent to the Company’s fiscal year ended June 30, 2026, the Board of Directors considered the financial obligations associated with the Chial Reserve Assets, the development’s stage of completion, and the additional capital expenditures anticipated to complete the development.
Following its review, the Board determined that pursuing a divestiture of the Chial Reserve Assets and an unwinding of the related acquisition transactions could be in the Company’s best interests as part of its efforts to reduce indebtedness, limit future capital commitments, and improve its liquidity position.
On October 9, 2026, the Board approved pursuing the proposed divestiture and rescission of the acquisition-related transactions, in consideration for the release and satisfaction of the underlying indebtedness and obligations of the Company associated with those transactions (the “Unwind Transaction”).
Michael Singh, the Company’s Co-Chief Executive Officer and a related party to certain obligations arising from the acquisition, recused himself from the Board’s consideration and approval of the proposed transaction.
The contemplated Unwind Transaction is expected to involve negotiations with Chial Mountain Ltd., BOS, and other applicable parties to establish the terms under which the Chial Reserve Assets and related interests would be transferred or returned in exchange for the cancellation, release, or satisfaction of the applicable acquisition-related indebtedness and obligations.
The Board’s authorization does not constitute completion of the proposed Unwind Transaction. Completion remains subject to the negotiation and execution of definitive agreements, confirmation of the assets and liabilities to be transferred or discharged, any required third-party consents, and satisfaction of applicable legal and regulatory requirements.
The Company anticipates seeking to complete the proposed Unwind Transaction within approximately 60 days following the Board’s approval. However, there can be no assurance that definitive agreements will be executed, that the required debt releases will be obtained, or that the proposed transaction will be completed within the anticipated period or at all.
Until the applicable agreements become effective and the requirements for derecognition are satisfied, the Company will continue to account for the Chial Reserve Assets and related obligations in accordance with applicable U.S. generally accepted accounting principles.
The proposed Unwind Transaction occurred subsequent to June 30, 2026. Its impact on the Company’s consolidated financial statements, including any potential impairment, disposal accounting, debt extinguishment, or other adjustments, remains subject to management’s evaluation.
If completed on the contemplated terms, management expects the Unwind Transaction to reduce acquisition-related indebtedness, audit and compliance fees and eliminate or substantially reduce the Company’s future capital commitments associated with the Chial development. However, the actual financial impact will depend on the final terms of the transaction, the carrying values of the assets and liabilities involved, and any obligations retained by the Company.
Business Outlook Following the Proposed Chial Divestiture
If the proposed Chial Unwind Transaction is completed, the Company’s principal real estate development activities are expected to be concentrated at Awaysis Casamora in San Pedro, Belize.
Management intends to focus on completing selected revenue-generating accommodations, increasing rental and property management revenues, controlling operating expenses, and evaluating opportunities to improve the Company’s liquidity and capital structure.
The Company believes that concentrating its available financial and operational resources on its existing Casamora development may provide a more manageable approach to future operations than pursuing simultaneous development of multiple capital-intensive resort projects.
Nevertheless, the Company’s ability to execute this strategy remains dependent on operating performance, market conditions, and the successful management of its existing obligations. There can be no assurance that the Company will achieve its development objectives, obtain additional financing on acceptable terms, or generate sufficient operating cash flows to fund its obligations and planned improvements.
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 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 29, 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 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) 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. Ms. Iannitelli subsequently resigned from that role.
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Contemporaneously, the size of the Board of Directors of the Company was increased from three directors to six directors. Michael Singh was appointed as the initial Chairman of the Board and Dr. Andrew Trumbach and Lisa Marie Iannitelli were each appointed as a director, filling the vacancies on the Board resulting from the increase to the 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. Ms. Iannitelli resigned as a director effective April 6, 2026.
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 were quoted on OTCID under our new symbol.
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 a part of this Annual Report on Form 10-K.
Our Business
Our business is expected to encompass a diverse range of activities, including development and management of residential / resort communities, sales, hospitality, resort operations, and club management. We anticipate generating revenues from the following primary 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 development of the Awaysis Casamora Assets progresses, and more units are expected to become available, increased hospitality operations are expected over the coming months.
In September 2024, the Company entered into leases for the temporary renting out of the two commercial spaces that do not fit into the Company’s overall plans for the Casamora resort, generating revenue of $16,000 per month in the aggregate. Additionally, as of May 2025, the Company is leasing a three bedroom, two bath unit for $2,500 per month. As of the date of this report, the leases are effective through June 2027.
Development Activities
We commenced developing resorts in Belize and intend 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.
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 or under construction contracts. 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.
In evaluating potential acquisitions, management considers strategic fit with our hospitality and residential model, location and market demand, acquisition and development cost, expected revenue and cash flow, valuation and appraisal support, title and legal due diligence, infrastructure and permitting requirements, the availability of financing, the expected development timeline, and the expected return relative to risk. All acquisitions remain subject to management and Board approval and to the availability of capital.
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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 globally, to 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, Booking.com and Airbnb, in addition to our website. We have not devoted any material amounts toward marketing Casamora, as a result of Casamora still being under construction.
Resort Management Activities
Resort Management
We had originally intended for each of our resort properties to enter into a management agreement with Awaysis Capital, LLC, our wholly owned management company subsidiary. Subsequent to the acquisition of our Chial resort, we instead determined that we will provide the management services to the resorts directly and not through a separate management subsidiary. Accordingly, at this time we do not expect to charge the resorts we own a separate management fee for those management services, although that could change in the future. These management services include ensuring that the resorts are well-maintained and financially stable, and day-to-day operations of the resort, maintenance of the resort, preparation of reports, budgets and projections and employee training and oversight.
Short- and Long-Term Bookings
We offer short-term and long-term booking options for unsold units at our resorts as well as manage short- and long-term bookings of units sold to third parties for a fee if the owners elect to avail themselves of these services. By using our websites and other direct booking channels, we are able to reach potential new customers and introduce them to our resorts. These options allow us to generate revenues through the management fees and from the provision of planned ancillary services at the resorts to the customers, such as food and beverage, retail, and spa offerings at our 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 business will compete with other entities engaged in the leisure and vacation industry, including resorts, hotels, cruises, and other alternative accommodation, such as condominium and single-family home rentals. We also intend to compete with home and apartment 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 develop properties near our resort locations once acquired, developed, and marketed.
Our 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 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 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.
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Supply 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 exceed 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 business is subject to various international, national, federal, state, and local laws, regulations and policies in jurisdictions in which we operate or 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 Assets 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.
In Belize, hospitality operations are subject to the licensing and regulatory requirements administered by the Belize Tourism Board and other relevant governmental authorities, including requirements applicable to tourist accommodations, health and safety, environmental matters, and building permits. Hotel licenses are given to the resort properties and not to individual owners as such all short term rental must be managed by resort management.
The Company’s Florida real estate activities are subject to applicable Florida licensing requirements and oversight by the Florida Real Estate Commission. Compliance requirements may vary depending on the jurisdiction, nature of the property, and services provided.
Real Estate Development Regulation
Our 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 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 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 must obtain the approval of numerous governmental authorities for our existing and 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 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 are 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 use and store hazardous and toxic substances, such as cleaning materials, pool chemicals, heating oil and/or fuel for back-up generators at our 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 our 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.
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Human Capital
Currently, we have 20 employees, including four executives. Three employees are located in the U.S., with the remaining 17 employees located in Belize. Of those Belize employees, twelve work at Chial Reserve, four work at Awaysis Casamora, and one is an executive. 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. 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.
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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.
We have only recently established any material and recurring revenues or 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.
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 only recently commenced generated material and recurring revenues, have sustained losses and have accumulated a significant deficit since our inception.
As of June 30, 2026, we had cash of approximately $380,773 and total current liabilities of approximately $11,056,451. 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 at Chial Reserve and expect sales of units at our properties to also generate cash flow for working capital.
Management’s plans include:
| ● | Continued related party financial support | |
| ● | Access to credit facilities | |
| ● | Potential asset sales | |
| ● | Completion of equity financing transactions, including a potential uplisting |
Our financial statements do not include any adjustments 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 we commence generating material and recurring revenue, we may never achieve or maintain profitability.
During the fiscal years ended June 30, 2026, and 2025, we recognized a net loss of $2,586,639 and $2,724,941, respectively. We had an accumulated deficit as of June 30, 2026, and 2025 of $17,917,948 and $15,331,309, 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.
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We are pursuing a potential unwinding of our acquisition of the Chial Reserve Assets, and whether or not an unwinding is completed, it could materially and adversely affect our business, financial condition, results of operations and the trading price of our Common Stock.
We acquired the Chial Reserve Assets on December 31, 2024 from Chial Mountain Ltd., an affiliate of Michael Singh, our Co-Chief Executive Officer, for consideration that included cash and promissory notes. In light of the significant indebtedness we incurred to acquire the assets. The early stage of its development, and the projected costs to operate and fully develop Chial Reserve, which is substantial, we are pursuing an unwinding and rescission of the acquisition. No definitive terms for any unwinding have been agreed, and there can be no assurance as to whether, when or on what terms any unwinding will occur.
If we pursue an unwinding and it is not completed, we may be required to retain the Chial Reserve Assets at a purchase price that we believe exceeds their value, and to repay or refinance the related promissory notes held by BOS and Mr. Singh, which currently mature on the earlier of December 8, 2026 or the uplisting of our Common Stock to the NYSE American and are secured by first priority liens on substantially all of our assets. Negotiations relating to the unwinding could be protracted and costly, could divert the attention of management, including Mr. Singh, who would have interests in such matters that differ from those of the Company and our other stockholders, and could result in impairment charges or other adjustments to the carrying value of the Chial Reserve Assets. A failed or prolonged unwinding process could also create uncertainty among our employees, customers, villa owners, lenders and investors, and could impair our ability to obtain financing or complete an uplisting.
On the other hand, if an unwinding is completed, we would no longer own Chial Reserve, which we originally expected to generate a substantial portion of our revenue in the short term, including from villa sales and villa booking fees, and which employ a majority of our Belize-based employees. As a result, our revenues could decline or not increase as projected, our operations would be concentrated in the Awaysis Casamora Assets, which remain under construction and depend on financing we have not yet fully obtained, and we may again have limited operating revenues. We may not recover all of the cash consideration we paid at closing, the amounts we have invested in developing the Chial Reserve Assets, or our transaction costs. An unwinding could also require us to resolve obligations to purchasers of villas who financed their purchases under developer mortgages, to owners who participate in our rental program, and to third parties with whom we have contracted in respect of the Chial Reserve Assets, and could result in tax, regulatory or accounting consequences in Belize and the United States, including the presentation of the Chial Reserve Assets as discontinued operations and losses upon disposition. Any of these consequences could also adversely affect the market’s perception of our business strategy and the trading price of our Common Stock.
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 have a materially adverse effect on our 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 take 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.
We are subject to significant accounts payable and other current liabilities.
We have accounts payable and other current liabilities of approximately $717,045 as of June 30, 2026. 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 $6.4 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. |
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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 December 8, 2026, with an aggregate outstanding principal balance of $5.2 million. If we are unable to repay these notes at maturity or extend the maturity date, and we are unsuccessful in unwinding our acquisition of Chial Reserve and the related indebtedness, 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 operation of residential/resort properties. Any expansion of operations that we may undertake will entail risks, such actions may involve specific operational 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 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 hospitality and resort services. We have no control over these changes.
Our operating results are subject to significant 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. 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 during traditional vacation periods for those expected locations. The portion of 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. 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 not necessarily be meaningful, and investors should not place undue reliance on the results of any particular quarter as an indication of our future performance.
Risks Relating to our Properties
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 new hospitality operations and properties into our existing operations.
We intend to acquire hospitality operations and properties in varying stages of development which we would then re-develop, operate, 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 integrate new hospitality operations and properties 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.
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Our profitability may be impacted by delays in the selection, acquisition and development of properties.
We may encounter delays in the identification, acquisition and development of properties that could adversely affect our profitability. We may experience delays in identifying properties that satisfy ideal purchase parameters.
Our business is affected by macroeconomic conditions, including rising inflation, interest rates and supply chain constraints.
Various macroeconomic factors 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 current and future conditions in the global financial markets. For instance, 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 projects, any of which could adversely impact our results of operations. If inflation or other factors were to significantly increase our business costs, our ability to grow our business could be negatively affected. Current capital market conditions, including the impact of inflation, have increased borrowing rates (even as they have come down to some 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 exceed 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.
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 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 vacation-remote work enclave strategy.
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.
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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 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 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 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 hospitality assets and projects from individuals, corporations, banks, insurance company investment accounts, as well as 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. We believe that competition for these properties will increase for the properties of the type we seek to develop. Many of these competing entities 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, making it 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 resorts may be located close to resorts that are owned by competitors. These competing resorts may be better located and more suitable for our target demographics than our resorts, 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 securing such purchasers or customers, and limit our ability to charge higher prices or fees and/or require us to make capital improvements we otherwise might not make to our resorts. As a result, we may suffer reduced cash flow with a decrease in share price and/or the ability to provide dividends.
Environmental regulations and issues, certain of which we may have no control over, may potentially impose liability and adversely impact our 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.
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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.
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; |
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| ● | 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.
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.
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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 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.
Between November 15, 2024, and December 20, 2024, we borrowed an aggregate of approximately $3.3 million under a Secured Promissory Note dated December 1, 2024, as amended. 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 Chial resort property from 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. We are now pursuing with Mr. Singh an unwinding of that transaction. This dual affiliation could require him to take actions on behalf of the lender that are adverse to the Company’s interests, which could materially adversely affect our business.
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) a $1,500,000 secured promissory note, dated December 21, 2024, as amended, between the Company and Michael Singh, which bears no interest and has a maturity date on the earlier of December 8, 2026 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, as amended, 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 December 8, 2026 or the uplisting of the Company to the NYSE American. As of June 30, 2026, the balance was trued-up to $300,535 due to villa sales and acquisition cost adjustments.
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 December 8, 2026. 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. Effective June 15, 2026, the maturity date of the note was extended to December 8, 2026.
To comply with certain legal formalities in Belize, Mr. Singh and Andrew Trumbach, the Company’s Co-CEO and Chief Financial Officer, initially formed and were the sole owners of Awaysis Belize, before transferring 100% of their ownership to the Company for nominal consideration.
Although these assets were purchased based on arm’s-length appraisals, inherent conflicts remain due to certain officers and/or directors acting in dual roles as both representatives of the seller and the buyer, or borrower and lender, in the same transaction.
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The units we offer may be subject to regulatory scrutiny under federal or state securities laws.
We intend from time to time to sell individual units in our resort properties to third parties. These unit holders will be offered the right to retain us to manage those units for short or long-term stays by tourists, in which case we will receive a fee from the unit holder for any bookings we manage. We believe, based on applicable law and related guidance, including the SEC’s 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 do not require registration or an exemption.
However, the determination of 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 regulatory uncertainty, 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 ultimately take a contrary view and determine that the units we offer should be treated as securities. If such a determination were made, we could be required to register the offering of such units under the Securities 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 business, reputation, and financial condition.
Risks Related to Being a Public Company
We continue to incur increased legal, accounting, compliance and corporate governance costs, and our management is required to devote significant time to complying with the requirements applicable to a public company.
We incur significant legal, accounting and other expenses as a public company with shares quoted on OTCID, including being subject to the responsibilities, obligations, and 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, the OTC Markets and any national securities exchange we may list in the future 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.
Our management and other personnel need to devote an increasing and substantial amount of time to these public company requirements. Moreover, we expect these new rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We may need to hire additional legal, accounting and financial staff with appropriate public company experience and technical accounting knowledge and maintain an internal audit function, which we do not have the funds to afford at this time.
In addition, changing laws, 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 varying interpretations and may evolve over 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, regulations, and 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 efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.
The rules and regulations applicable to public companies, whether or not listed on a national securities exchange, make it more expensive for us to obtain and maintain director and officer liability insurance. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.
All of the above risks may increase as, if and when we are successful in listing our common stock on a national securities exchange, of which we can give no assurance of success.
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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, or 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, decreasing investor confidence and possibly adverse regulatory and legal actions against us.
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. 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 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 a national securities exchange or obtain or maintain a listing of our Common Stock on a national securities exchange.
We intend to apply to list our Common Stock on a national securities exchange, although we do not have a definitive timeline for doing so. If our Common Stock is listed on a national securities exchange, we must meet certain financial and liquidity criteria to maintain such listing. If we violate the exchange’s listing requirements, our Common Stock may be delisted. If we fail to meet any of the exchange’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 a national securities exchange 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. Our inability to list on a national securities exchange, or, if successful, a subsequent delisting of our Common Stock could significantly impair our ability to raise capital and the value of your investment.
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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.
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 65% 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.
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Investments in our Common Stock may provide you with limited rights, and we do not expect to pay cash dividends in the short term.
Common 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.
We qualify as a 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.
We 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 1B. Unresolved Staff Comments.
Not applicable.
Item 1C. Cybersecurity.
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, 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. |
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Item 2. Properties.
Our principal executive office is located at 3400 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, provides 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. We made aggregate lease payments of $86,400 during the fiscal year ended June 30, 2026.
See “Item 1. Business” above for a description of our Awaysis Casamora property and our Chial Reserve property.
Indebtedness consists of the construction facility from The Belize Bank Limited in the amount of $2,000,000 plus $51,500 in loan and closing cost fees, bearing interest at 8% and maturing September 30, 2036, with the first six months interest-only and secured by certain of the Casamora assets, and approximately $3.3 million in principal from affiliated-party financing provided by BOS Investment Inc., an affiliate of our Co-Chief Executive Officer Michael Singh, bearing interest at 3.5% and secured by substantially all of our assets.
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.
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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 OTCID 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 OTCID 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, 2026 | $ | 0.0710 | $ | 0.0216 | ||||
| March 31, 2026 | $ | 0.1550 | $ | 0.0360 | ||||
| December 31, 2025 | $ | 0.2900 | $ | 0.0500 | ||||
| September 30, 2025 | $ | 0.3950 | $ | 0.0585 | ||||
| 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 | ||||
As of June 30, 2026, there were approximately 347 holders of record of our common stock, and the last reported closing sales price of our common stock on that date was $0.33.
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, 2026.
| 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(1) | - | - | 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 | ||||||||||
(1) Does not include 1,500,000 options to purchase our common stock authorized but not yet issued to Tyler Trumbach, our Chief Legal Officer and a director.
Unregistered Sale of Securities
During the fiscal year ended June 30, 2026, the Company has made the following issuances of its unregistered securities, none of which involved any underwriter, underwriting discounts or commissions. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
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On August 15, 2025, the Company issued 61,957 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 and were subject to restrictions on transferability.
On November 21, 2025, the Company issued 760,371 shares of its restricted common stock at a price per share of $0.21 related to a partial satisfaction of accrued interest related to a note payable. 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 November 21, 2025, the Company issued an aggregate of 99,999 shares of its restricted common stock to certain investors at a price per share of $0.15. 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 December 31, 2025, the Company issued an aggregate of 1,107,127 shares of its Common Stock as consideration for services rendered by third-party service providers 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 and were subject to restrictions on transferability.
On December 31, 2025, the Company issued an aggregate of 22,167,628 shares of restricted Common Stock at a price per share of $0.12, in lieu of accrued cash compensation owed to Mr. Singh, Dr. Trumbach, and Mr. Trumbach. Prior to issuance, Mr. Singh and Dr. Trumbach assigned and gifted their respective rights to receive these shares to immediate family members. The issuance of these securities 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 27, 2026, the Company issued 3,640 shares of its restricted common stock to an investor at a price per share of $0.30. 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 27, 2026, the Company issued 13,228 shares of its restricted common stock to an investor at a price per share of $0.32. 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 28, 2026, the Company issued 52,805 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 and were subject to restrictions on transferability.
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.
Considering 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 should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, 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.
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Overview
Awaysis Capital, Inc. operates as an integrated hospitality and real estate operating platform focused on acquiring, developing, and actively managing residential resort communities.
The Company generates revenue, or intends to generate revenue, primarily through:
| ● | Short-term rental operations | |
| ● | Property and resort management services | |
| ● | Real estate brokerage | |
| ● | Homeowner and maintenance services |
While the Company acquires and develops real estate assets, these activities are undertaken to support its core operating platform, rather than for passive investment or long-term yield generation. The Company’s strategy is to create operationally integrated residential resort communities that generate recurring revenue through hospitality-driven services.
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 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, we are seeking to develop resorts that have not been completed nor have 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 units and 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 limit on the number 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.
Third-party owners of units have the option to make their units available for short-term rental, subject to applicable local laws and regulations. In jurisdictions such as Belize, all short-term rental bookings must be processed through an entity that holds a valid Belize hotel license. Accordingly, owners who choose to engage the Company for rental management services enter into an exclusive rental management agreement with our licensed operating subsidiary or, where applicable, with the homeowner’s association that governs the property. These agreements define the scope of services and specify the management and booking fees payable to the Company.
The Company reconciles bookings, fees, and allocations for each property owner on a monthly basis. Rental income collected on behalf of owners is segregated and tracked by individual unit. Amounts due to owners are subsequently remitted in accordance with the terms of their respective agreements, after deducting applicable management fees, commissions, taxes, and other agreed-upon charges.
These property management and booking arrangements represent a core component of our business model, supporting the scalability of our platform and enhancing our ability to aggregate inventory across the markets in which we operate.
We intend to offer for sale, or for short-term rental, the finished units in any jurisdiction that permits such activities. To date, we have marketed and offered these units through our website at www.awaysisgroup.com, through online multiple listing services, and through other licensed direct booking and distribution channels.
We are not currently aware of any jurisdictional restrictions that would prohibit the offer, marketing, or rental of these properties in the jurisdictions we are targeting. While our existing properties are located in Belize, the offer and sale of these properties—and the related rental and management arrangements— may occur in both Belize and the United States, provided that all such activities are conducted in compliance with the applicable real estate, consumer protection, securities, and hospitality regulations in each relevant jurisdiction.
We expect to expand our inventory of units and our marketing footprint over time, and we will continue to monitor and comply with the legal and regulatory requirements governing the offer, sale, and rental of real estate assets in all jurisdictions in which we operate or intend to operate.
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.
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Additionally, our operating subsidiary is a licensed hotel operator in Belize and maintains 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
Our business is expected to encompass a diverse range of activities, including development and management of residential/resort communities, sales, hospitality, resort operations, and club management. We anticipate generating revenues from a combination of the following primary 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, 2026, our revenues consist primarily of:
| ● | Monthly villa booking income; |
| ● | Rental income; and |
| ● | Villa sales. |
These revenue sources reflect the initial stages of our operating model as we continue to scale our property portfolio and service offerings.
Sales and Marketing Expenses
Our sales and marketing expenses consist primarily of salaries, commissions, and other personnel-related costs, including share-based compensation, for employees involved in the marketing, promotion, and support of our products and services. These expenses also include advertising, promotional activities, digital marketing initiatives, public relations, brand development, and related administrative and management costs incurred to support our sales and marketing functions.
General and Administrative Expenses
Our general and administrative expenses consist of payroll, employee benefits, and other personnel-related costs, including share-based compensation, associated with our administrative, finance, legal, and corporate support functions. These expenses also include legal and accounting fees, insurance costs, depreciation, technology and software expenses, occupancy and office-related costs, and other administrative fees necessary to support our overall operations and corporate infrastructure.
Certain officers elected to defer receipt of cash compensation. Such amounts were accrued as liabilities and, upon approval by the Board of Directors, were subsequently settled through the issuance of shares of the Company’s common stock. These non-cash settlements reduced accrued compensation liabilities and increased stockholders’ equity.
Results of Operations - Fiscal Years Ended June 30, 2026, and June 30, 2025
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 throughout the fiscal year ended June 30, 2026, with focus on development and increased revenues from villa sales and booking management income.
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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 $1,286,305 and $441,059, during the fiscal years ended June 30, 2026, and 2025, respectively. During fiscal year 2026, Casamora generated $233,436 in rental revenue from leasing space to a tenant, Chial Reserve generated $1,048,595 revenue from villa sales, monthly booking income of villas, and management fee income, and Awaysis Capital generated $4,274 in other commission related revenue.
Revenue generated during fiscal year 2025 consists primarily of Casamora Rental Revenue of $202,637, Chial Reserve revenue of $148,531 consisting of monthly booking income of villas, management fee income, Awaysis Capital other commission income from the sale of real property of $89,890. The increase in revenue from fiscal year 2025 to fiscal year 2026 was a result of increased booking and rental revenues, management fee income, and sales of two villas.
Cost of Goods Sold
During the fiscal years ended June 30, 2026, and 2025, we incurred cost of goods sold of $735,302 and $0, respectively, consisting of the sale of two villas.
Sales and Marketing Expenses
During the fiscal years ended June 30, 2026, and 2025, we incurred sales and marketing expenses of $126,470 and $189,339, respectively, 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 in sales and marketing expenses from fiscal year 2025 to fiscal year 2026 relates to decreased sales commission expense, marketing services expenses, and press releases. We have not devoted any material amounts toward marketing Casamora, as a result of Casamora still being under construction.
General and Administrative Expenses
During the fiscal years ended June 30, 2026, and 2025, we incurred general and administrative expenses of $2,968,480 and $2,951,243, respectively.
General and administrative costs reflect continued investment in:
| ● | Corporate infrastructure; | |
| ● | Public company compliance; and | |
| ● | Operational scaling. |
The slight increase in general and administrative expenses from fiscal year 2025 to 2026 relates to an increase in salaries, rental related expenses such as booking fees and rental fees due to owners, offset by a decrease in professional and legal fees.
Operating Loss
During the fiscal years ended June 30, 2026, and 2025, we recognized operating losses of $(2,543,947) and $(2,699,523), respectively. These losses were primarily driven by operating expenses incurred as we continued to scale our hospitality operations under the Awaysis brand and the other reasons discussed further above.
The decrease in operating loss from the prior year period was primarily attributable to:
| 1. | Increased revenue generated from the sale of villas and the addition of rental and management income related to the Chial Mountain properties; | |
| 2. | A decrease in marketing expenses, reflecting the timing of engaging a third-party marketing firm in the previous period, and | |
| 3. | A decrease in real estate commission expense, timing of professional fee payouts and accounting fees. |
Other (Income) Expenses
During the fiscal years ended June 30, 2026, and 2025, we incurred net other expenses of $42,692 and $25,418, respectively, consisting of mortgage interest income and foreign exchange gains, offset by foreign exchange losses and interest expense.
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Net Loss
During the fiscal years ended June 30, 2026, and 2025, we recognized net losses of $(2,586,639) and $(2,724,941), respectively. These losses were primarily attributable to accounting, marketing, legal, filing fees and transfer agent fees to sustain the corporate existence, comply with a public company reporting obligations and support our increase in operations.
The decrease in net loss from fiscal year 2025 to fiscal year 2026 was principally driven by increased revenue generated from the sale of two villas at Chial, increased revenue and management income, as well as operational factors described above. These improvements were partially offset by the ongoing costs associated with scaling our hospitality operations under the Awaysis brand and preparing for future capital-raising activities.
Liquidity and Capital Resources
As of June 30, 2026, we had cash of $380,773 and positive working capital surplus of $25,464.
The Company currently relies on:
| ● | Operating cash flows (limited during development stage); | |
| ● | Related party financing; and | |
| ● | Capital raising activities. |
The Company intends to pursue from time to time:
| ● | Equity financing transactions; | |
| ● | Potential uplisting to a national securities exchange; and | |
| ● | Strategic asset monetization. |
We believe we have sufficient cash on hand, together with existing funding commitments, to meet our basic operational needs for at least the next 12 months, assuming continued extensions of repayment under our existing indebtedness. This does not take into account the potential unwinding of our acquisition of Chial Reserve. We expect that the anticipated development costs associated with our initial properties will be funded through a combination of pre-sales, investor subscriptions, advances, or loans from our principal shareholders, rather than through our current cash balances. We will, however, need to raise additional capital to meet our long-term operating and development requirements.
Our most significant capital requirement is the completion of construction at the Awaysis Casamora Assets, for which we expect remaining costs of approximately $3,015,000. We expect to fund this requirement through a combination of advances under the Belize Bank construction facility, of which $877,430 had been advanced as of June 30, 2026, against a total facility of $2,051,500, proceeds of villa and unit sales, operating cash flow and additional debt or equity financing. The Belize Bank facility is the only committed construction financing we have in place, and the balance of this requirement is therefore dependent on financing we have not yet obtained. Development activity at the Chial Reserve Assets, including the Spa and Wellness Center, has recently been suspended pending the potential unwinding of our acquisition of Chial Reserve, and would represent additional capital requirements for which we have not established committed funding.
Known trends and uncertainties that are reasonably likely to affect our future results include the following:
| ● | The potential unwinding of our acquisition of Chial Reserve, and the suspension of further development of Chial Reserve pending such potential unwind. |
| ● | Unit availability at the Awaysis Casamora Assets was unchanged between June 30, 2026 and September 15, 2026, which may delay the increase in hospitality revenue we have anticipated as additional units are placed into the rental program. |
| ● | The rental average occupancy rate at the Chial Reserve Assets was approximately 14% as of June 30, 2026, and our ability to improve that rate depends on completion of planned amenities and on demand in the Cayo District market. |
| ● | In the event the potential unwinding of our acquisition of Chial Reserve does not occur, construction of the Chial restaurant facilities was completed after the fiscal year end, and we expect the restaurant to begin contributing food and beverage revenue, and associated operating costs, in fiscal year 2027. |
Because villa sales at Chial have been a substantial component of revenue, and because no completed units were held for sale at June 30, 2026 and further because of the potential unwind of our acquisition of Chial Reserve, our revenue in future periods may not be indicative of the revenue reported for the fiscal year ended June 30, 2026.
Historically, an affiliate shareholder has advanced funds to support our operations, including costs associated with becoming, and remaining, a fully reporting public company while we work to build long-term shareholder value. This shareholder has indicated an intention to continue providing financial support; however, such intentions do not constitute a binding commitment, and there is no assurance that the shareholders will be able or willing to provide all funding required to meet our objectives.
As of June 30, 2026, we owed this affiliate shareholder approximately $758,072, which funds were used to cover certain Company expenses and to support our operations.
Between December 20, 2024, and June 30, 2026, the Company borrowed an aggregate of $3,350,154, evidenced by a Secured Promissory Note, dated December 1, 2024, and as amended on April 22, 2025, under a then-planned committed line of credit with BOS Investment Inc. to borrow up to an aggregate of $5,000,000. Since then, the Company and BOS agreed not to pursue an agreement to memorialize the remaining planned $2.0 million line of credit. 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 Chial Reserve and the remainder to further develop the Company’s Awaysis Casamora Assets.
On March 16, 2026, Awaysis Belize Ltd, a wholly owned subsidiary of Awaysis Capital, Inc. secured a construction loan from a primary Belize Bank in the amount of $2,051,500 ($2,000,000 loan and $51,500 in loan and closing cost fees) bearing an interest rate of 8% and a maturity date of September 30, 2036. The terms of the loan consist of the first 6 months allowing interest only payments. The loan will be to finalize the construction of the Awaysis Casamora properties within the next 12 months, with an estimated date of completion of March 2027.
As of June 30, 2026, we had total liabilities of approximately $12 million. The Company did not as of June 30, 2026 have the cash flow or the assets to repay all of such amounts when due. The Company has historically been successful in extending the maturity date of a significant portion of such liabilities, but can give no assurance that it will be successful in the future.
If we are unable to obtain additional advances from our affiliate shareholder, we anticipate facing major challenges in raising the necessary funding to repay our substantial indebtedness and 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, we 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.
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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 and bookings revenues, sale of units at our resorts once complete, sale of shares of our capital stock to third parties and advances from our affiliate shareholder. We also expect our cash requirements to be substantially reduced upon the unwinding and return of Chial Reserve, of which we can give no assurance of success. While we are seeking to raise capital 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. The capital raises from issuances of equity securities could result in additional dilution to our shareholders. In addition, if we determine to incur indebtedness to finance our operations or growth, such debt may impose debt service obligations, restrictive operating or financial covenants, and other limitations that could constrain our business activities and operational flexibility.
The following table provides a summary of the net cash flow activity for each of the periods set forth below:
| Year Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash used in operating activities | $ | (787,952 | ) | $ | (4,808,550 | ) | ||
| Cash used in investing activities | (27,641 | ) | (1,042,124 | ) | ||||
| Cash provided by financing activities | 975,457 | 5,325,592 | ||||||
| Change in cash | $ | 159,864 | $ | (525,082 | ) | |||
Cash Flows from Operating Activities
We generated negative cash flows from operating activities in the fiscal year ended June 30, 2026, compared to the fiscal year ended June 30, 2025. Net cash flows used in operating activities were $(787,952) and $(4,808,550) for the fiscal years ended June 30, 2026, and 2025, respectively. Net cash used in operating activities primarily consisted of selling, marketing, and general operating expenses, as well as increased spending on construction in progress-related costs incurred to prepare properties for sale or rental. The reduction in operating cash outflows year over year reflects improved revenue generation and lower marketing expenditures, partially offset by ongoing operational investments as we continue to scale our hospitality and real estate activities.
Cash Flows from Investing Activities
During the fiscal years ended June 30, 2026, and 2025, net cash flow used for investing activities was $(27,641) and $(1,042,124), respectively. Net cash used in investing activities primarily consists of the purchase of assets and properties. The reduction in investing cash flow reflects the purchase of Chial Reserve Assets in fiscal year 2025 as compared to fiscal year 2026 where the company is transitioning into active property development.
Cash Flows from Financing Activities
During the fiscal years ended June 30, 2026, and 2025, net cash from financing activities was $975,457 and $5,325,592 respectively. The positive cash flow from financing activities reflects additional funding received to support our operational and development activities.
In 2022 through June 30, 2026, 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 affiliate loans, and a construction loan. During the fiscal year ended June 30, 2025, the Company drew down $3,350,154 received on a line of credit from BOS Investment Inc, an affiliate of the Company, and additional convertible loans all from our majority shareholders. During the fiscal year ended June 30, 2026, the Company closed on a $2,000,000 construction loan, which has been drawn down by $877,430 as of June 30, 2026.
We remain dependent on the receipt of capital contributions, debt financing, and other funding sources to support ongoing construction activities and to execute our business plan. We rely on our controlling shareholders to provide continued financial support and access to capital resources. If additional funding is not available to us on reasonable terms, or at all, we may be unable to fully implement our plan of operations, continue development of our properties, or advance our strategic initiatives.
Going Concern
As of June 30, 2026, the Company had cash and cash equivalents of $380,773 and has experienced recurring operating losses. The Company also has significant outstanding debt obligations, including approximately $7.4 million of promissory notes scheduled to mature on December 8, 2026, and a demand promissory note with an outstanding principal balance of approximately $2.6 million, for which a demand for repayment has been received.
Management forecasts projected positive net cash flows of approximately $315,400 over the 12-month period, with a liquidity strategy including the continued generation of rental revenues, monetization of selected real estate assets, management of operating expenditures, and negotiated repayment or restructuring arrangements with existing creditors including divesting of Chial Mountain Ltd and its related debts.
Management continues to evaluate and negotiate the terms of its outstanding debt obligations, including those scheduled to mature in December 2026 and the demand obligation. The Company intends to seek partial repayment of certain obligations and the management of remaining balances through negotiated arrangements with creditors.
Based on management’s evaluation of its operating forecasts, anticipated asset monetization, and debt management plans, management believes that these measures, upon satisfactory confirmation of their implementation and effectiveness, are sufficient to alleviate substantial doubt about the Company’s ability to continue as a going concern for the twelve-month period following the issuance of the Company’s financial statements for the fiscal year ended June 30, 2026 included in this Annual Report on Form 10-K.
The Company’s ability to execute these plans remains subject to risks and uncertainties, including the timing and realization of anticipated property sale proceeds, continued operating cash flows, and the successful negotiation of outstanding debt obligations and the unwinding of the Chial Reserve transaction.
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.
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Inventories
New real estate inventory is carried at the lower of cost or net realizable value. The cost of finished inventories determined by 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, 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.
The classification of completed real estate units as either inventory or fixed assets is based on management’s intent at the time the property is substantially completed. Properties intended for sale in the ordinary course of business are classified as inventory. Properties intended to be held and utilized in the Company’s hospitality operations, including short-term rental programs, are classified as fixed assets when substantially completed and available for its intended use.
Management evaluates intent based on several factors, including:
| ● | marketing and sales activity, | |
| ● | operational deployment within rental programs, | |
| ● | contractual commitments with third-party buyers, | |
| ● | and expected holding period. |
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).
Revenue Recognition (ASC 606 – Revenue from Contracts with Customers)
We recognize revenue in accordance with ASC 606, which requires identification of the contract, determination of the performance obligations, allocation of the transaction price, and recognition of revenue as performance obligations are satisfied.
Our primary revenue streams include:
| ● | Real Estate Sales: Revenue is recognized at a point in time, when control of the property transfers to the buyer at closing. |
| ● | Management Services: Revenue is recognized over time, as resort and property management services are provided under agreements with HOAs or homeowners. |
| ● | Short-Term Rentals: For rental revenues earned on managed properties, we evaluate whether we act as principal or agent. Generally, we act as an agent for owners, recognizing management commissions when the service is performed. |
| ● | Maintenance Services: Revenue is recognized at a point in time when the maintenance service is completed. |
Judgment is required in determining whether the Company is the principal or agent in rental and service transactions, evaluating contract terms, estimating variable consideration, and determining the appropriate timing of revenue recognition.
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.
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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 Officers and Chief Financial Officer to allow timely decisions regarding required disclosure.
As of June 30, 2026, the Chief Executive 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 Officers and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2026 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.
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, 2026, and have concluded that, as of June 30, 2026, our internal control over financial reporting were not effective, primarily because of our material weaknesses in our disclosure controls and procedures.
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 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.
During
the fiscal year ended June 30, 2026, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as
amended, of the Company
On June 15, 2026, the following indebtedness came due, and of which the Company did not repay upon such maturity date:
| ● | $1,500,000 Secured Promissory Note, dated December 21, 2024, as amended, between the Company and Mr. Singh, which bears no interest; |
| ● | $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; |
| ● | $3,000,000 Secured Promissory Note, dated December 1, 2024, as amended, bearing interest at 3.5% per annum; |
| ● | $150,000 Convertible Promissory Note dated May 21, 2025 with Andrew Trumbach, bearing interest at 12% per annum; |
| ● | $1,100,000 Convertible Promissory Note dated June 26, 2024 with Harthorne Capital, bearing interest at 12% per annum; |
| ● | $20,000 Promissory Note dated January 2, 2026 with Kini Consult, bearing interest at 8% per annum; and |
| ● | $50,000 Promissory Note dated March 31, 2026 with Dr. Narendra Kini, bearing interest at 8% per annum. |
In October 2026, effective as of June 15, 2026, the Company amended all of such indebtedness to extend their respective maturity dates to December 8, 2026.
On July 7, 2026, Laya Management Corp., the assignee of Curah Capital Corporation, the original holder of the Company’s June 30, 2022 Demand Promissory Note in the principal amount of $2,600,000, delivered a demand for repayment of the outstanding obligation, and as of that date the Company has been in default due to non-payment of the amounts due.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
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PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
Board of Directors
We currently have five 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 October 15, 2026:
| Name | Age | Titles | ||
| Michael Singh | 60 | Co-Chief Executive Officer and Director | ||
| Dr. Andrew E. Trumbach | 65 | Director, Co-Chief Executive Officer and CFO | ||
| Dr. Claude Stuart | 65 | Director | ||
| Dr. Narendra Kini | 64 | Chairman of the Board | ||
| Tyler Trumbach | 36 | Director and Chief Legal Counsel |
Michael Singh, Co-Chief Executive Officer and Director. Mr. Singh has been a member of the Company’s Board of Directors since November 23, 2021. 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.
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 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. 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.
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 as well as in the country of Belize. He is a trustee of the New York Annual Conference of the United Methodist Church, a not-for-profit organization, a member of the Council of Finance and Administration, and a member of the Audit Committee and the Board of Camping and Retreat Ministries. He is the Vice-President and Treasurer of Friends Supporting the Anglican Diocese of Belize Inc., a not-for-profit organization registered in the State of New York. He is also the Northeast-Regional Director of Benjamin Banneker Association, an affiliate of The National Council of Teachers of Mathematics and a member of several research 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 30, 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 the effects of Dodd-Frank on the current mortgage market. He was also a participant in the Fordham Criminal Defense 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 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 | 60 | Director, Co-Chief Executive Officer | ||
| Dr. Andrew E. Trumbach | 65 | Director, Co-Chief Executive Officer and CFO | ||
| Tyler Trumbach | 36 | Director and Chief Legal Counsel |
Structure and Operation of the Board
Our Articles of Incorporation, as amended, provides for the Board of Directors to be divided into three classes serving staggered terms; although as of the date of this Annual Report on Form 10-K, the Board has not yet approved the designations of any of our directors as a particular class of 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.
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Committees of the Board of Directors
The Company’s common stock is quoted on the OTCID Basic Market and, accordingly, the Company is not subject to the audit committee composition requirements applicable to companies listed on a national securities exchange, including the requirements of Rule 10A-3 under the Securities Exchange Act of 1934 and Section 803 of the NYSE American Company Guide. In connection with the Company’s intention to list its common stock on the NYSE American, the Company is in the process of reviewing and, where necessary, enhancing its corporate governance structure to comply with the applicable NYSE American listing standards. The Company intends to maintain an Audit Committee composed solely of directors who satisfy the applicable independence requirements of the NYSE American and Rule 10A-3, within the time periods required under the applicable listing standards and any available transition provisions; however, at this time, our Audit Committee does not fully comply with such rules. The Audit Committee will operate pursuant to a written charter and will have the responsibilities and authority required under applicable SEC rules and NYSE American listing standards; however, the Company has not yet implemented all of these corporate governance requirements.
The Board currently consists of five directors: Mr. Singh, Dr. Trumbach, 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 Lakeside Drive, Suite 100, Miramar, FL 33027; c/o Chairman. The Board considers the needs 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.
Audit Committee
Our Audit Committee consists of Dr. Trumbach, Mr. Stuart and Dr. Kini (Chairman). The Board has determined that Mr. Stuart and Dr. Kini are independent, and Dr. Kini and Dr. Trumbach are each an “audit committee financial expert” as defined in SEC rules. However, Dr. Trumbach is not independent and will be required to step down from this role, if and when the Company lists its common stock on a national securities exchange. 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 person(s) having the equivalent responsibility and functions.
Because the Company’s common stock is quoted on OTCID Basic Market under the symbol “AWCA”, the Company is not subject to the listing requirements of any securities 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 with 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.
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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 Lakeside Drive, Suite 100
Miramar, FL 33027
Telephone: (855) 795-3311
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 filed as Exhibit 14.1 to this Form 10-K.
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 on 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, 2026, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners have been met, other than (a) three Form 4’s related to an aggregate of approximately five transactions by Michael Singh, (b) three Form 4’s related to an aggregate of approximately 12 transactions by Andrew Trumbach and (c) one Form 4 related to the issuance of shares to Tylar Trumbach, none of which have been filed.
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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.
Name and Principal Position | Year (1) | Salary ($) | Bonus ($) |
Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||
Michael Singh(2) | 2026 | 750,000 | - | - | - | - | - | 750,000 | |||||||||||||||||||||||
| Co-CEO | 2025 | 750,000 | - | - | - | - | - | 750,000 | |||||||||||||||||||||||
Dr. Andrew Trumbach(3) | 2026 | 750,000 | - | - | - | - | - | 750,000 | |||||||||||||||||||||||
| Co-CEO and Chief Financial Officer | 2025 | 750,000 | - | - | - | - | - | 750,000 | |||||||||||||||||||||||
Tyler Trumbach(4) | 2026 | 280,308 | - | - | - | - | - | 280,308 | |||||||||||||||||||||||
| Chief Legal Counsel | 2025 | 200,000 | - | - | - | - | - | 200,000 | |||||||||||||||||||||||
(1) “2026” represents the fiscal year ended June 30, 2026, and “2025” represents the fiscal year ended June 30, 2025.
(2) Mr. Singh’s salary for fiscal year 2025 has been earned and paid, in lieu of cash, through the issuance of Common Stock of the Company. Mr. Singh’s salary for fiscal year 2026 up to December 31, 2025 has been earned and paid as of December 31, 2025, in lieu of cash through the issuance of Common Stock of the Company. On December 31, 2025, Mr. Singh assigned and gifted such compensation, prior to issuance to him, to family members through the issuance to them of an aggregate of 9,915,865 shares of our common stock. Mr. Singh’s remaining salary for fiscal year 2026 has been earned but not paid as of the fiscal year end June 30, 2026. See “Executive Employment Agreements – Michael Singh” below.
(3) Dr. Trumbach’s salary for fiscal year 2025 has been earned and paid, in lieu of cash, through the issuance of Common Stock of the Company. Dr. Trumbach’s salary for fiscal year 2026 up to December 31, 2025 has been earned and paid as of December 31, 2025, in lieu of cash through the issuance of Common Stock of the Company. On December 31, 2025, Dr. Trumbach assigned and gifted such compensation, prior to issuance to him, to family members through the issuance to them of an aggregate of 9,915,865 shares of our common stock. Dr. Trumbach’s remaining salary for fiscal year 2026 has been earned but not paid as of the fiscal year end June 30, 2026. See “Executive Employment Agreements – Dr. Andrew Trumbach” below.
(4) Mr. Trumbach’s salary for the fiscal year 2025 and fiscal year 2026 up to December 31, 2025 has been earned and paid as of December 31, 2025, in lieu of cash through the issuance of Common Stock of the Company. On December 29, 2025, Mr. Trumbach was issued an aggregate of 2,335,897 shares of our common stock in lieu of cash compensation, at a price per share of $0.12. Mr. Trumbach’s remaining salary for fiscal year 2026 has been earned but not paid as of the fiscal year end June 30, 2026. 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, 2026.
| Option Awards | Stock Awards | ||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market value of Shares of Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | |||||||||||||||||||||||
| Michael Singh | 11,250,000 | - | $ | 0.32 | 02/13/2033 | - | - | - | - | ||||||||||||||||||||||
| Andrew Trumbach | 11,250,000 | - | $ | 0.32 | 02/13/2033 | - | - | - | - | ||||||||||||||||||||||
| Tyler Trumbach | - | - | - | - | |||||||||||||||||||||||||||
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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 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 Stock pursuant to the Singh Agreement and 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 Stock”), which Singh Restricted Stock vested 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 Stock pursuant to a Stock Option Agreement, at an exercise price per share equal to the fair market value of the Company’s Common Stock on the date of grant, and which vested upon grant. He will also be entitled to participate in the Company’s incentive plans from time to time.
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 December 1, 2021, through June 30, 2024.
On December 31, 2025, Mr. Singh was issued 9,915,865 shares of Common Stock, at price per share of $0.12 in lieu of accrued salary in the amount of $1,189,904 from July 1, 2024 through December 31, 2025. Mr. Singh assigned his rights to receive shares issued upon conversion of accrued compensation to immediate family members in accordance with ASC 850, Related Party Disclosures. These assignments did not modify the amount of compensation recognized or the terms of the conversion. The Board of Directors approved the conversion and related share issuances on June 30, 2024.
The Company does not presently provide Mr. Singh with customary employee benefits, such as pension, health, annuity or insurance. Mr. Singh 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.
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.
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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 also served as Chairman of the Board of Directors until August 30, 2025. 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 Chairman of the Board.
Andrew Trumbach
Pursuant to Dr. Trumbach’s employment agreement (the “Trumbach Agreement”) with the Company, Dr. 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 Dr. Trumbach’s performance and that of the Company. The Trumbach Base Salary may be paid in shares of the Company’s Common Stock or cash depending on cash availability and as agreed to by the Company and Employee.
Dr. Trumbach was granted (a) restricted shares of Company Common Stock pursuant to the Trumbach Agreement and 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 vested 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 Stock pursuant to a Stock Option Agreement, at an exercise price per share equal to the fair market value of the Company’s Common Stock on the date of grant, and which vested upon grant. He will also be entitled to participate in the Company’s incentive plans from time to time.
Additionally, Dr. Trumbach may earn an annual bonus of up to 100%-400% of Trumbach Base Salary, payable in cash or stock based on objectives and performance in the previous fiscal year. For the fiscal year ended June 30, 2022, Dr. Trumbach 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 December 5, 2023.
On September 16, 2024, Dr. Trumbach 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 December 1, 2021, through June 30, 2024.
On December 31, 2025, Dr Trumbach was issued 9,915,865 shares of Common Stock, at price per share of $0.12 in lieu of accrued salary in the amount of $1,189,904 from July 1, 2024 through December 31, 2025. Dr. Trumbach assigned his rights to receive shares issued upon conversion of accrued compensation to immediate family members in accordance with ASC 850, Related Party Disclosures. These assignments did not modify the amount of compensation recognized or the terms of the conversion. The Board of Directors approved the conversion and related share issuances of accrued liabilities and accrued salaries on June 30, 2024.
The Company does not presently provide Dr. Trumbach with customary employee benefits, such as pension, health, annuity or insurance. Dr. Trumbach is subject to customary confidentiality, ownership of intellectual property, non-disparagement, non-solicitation and non-compete provisions, as described in the Trumbach Agreement.
The Trumbach Agreement may be terminated by the Company at any time without prior notice for “Cause”, as defined in the Trumbach Agreement. Upon termination for Cause, Dr. Trumbach will be provided with any unpaid, earned Trumbach Base Salary up to the date of termination.
The 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.
Dr. Trumbach can terminate the Trumbach 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 Trumbach Agreement, the Company shall pay to Dr. Trumbach 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.
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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 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 Officer 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, 2024.
On December 31, 2025, Mr. Trumbach was issued 2,335,897 shares of Common Stock, at price per share of $0.12 in lieu of accrued salary in the amount of $280,308 from July 1, 2024 through December 31, 2025.
The Company does not presently provide Mr. Trumbach with customary employee benefits, such as pension, health, annuity or insurance. Mr. Trumbach 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 will 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 Stock, which have not yet been issued.
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 as permitted by law. The certificate of incorporation further provides that the Company will fully indemnify its directors as permitted by law.
Director Compensation
During the fiscal year ended June 30, 2026, compensation was earned and pending issue by our non-employee directors in the aggregate amount of $48,000, to be paid in common stock. Total outstanding compensation owed and pending issue as of June 30, 2026 is $113,714. In consideration for their board service, we may also choose to compensate our outside directors 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.
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The following table summarizes cash and equity-based compensation information for our outside directors, for the fiscal year ended June 30, 2026:
| 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, 2026, 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 of October 15, 2026, 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 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 October 15, 2026. We calculated percentage ownership in accordance with the rules of the SEC. The percentage of common stock beneficially owned is based on 409,386,192 shares outstanding as of October 15, 2026. In addition, shares issuable pursuant to options or other convertible securities that may be acquired within 60 days October 15, 2026, 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 | Percentage of | |||||||
| Shares | Common Stock | |||||||
| Beneficial Owner | Beneficially Owned | Beneficially Owned | ||||||
| Harthorne Capital, Inc.(1) | 101,674,666 | 24.62 | % | |||||
| Michael Singh | 92,321,153 | (2)(3)(8) | 21.95 | % | ||||
| Andrew Trumbach | 93,258,653 | (2)(3)(7) | 22.12 | % | ||||
| Claude Stuart(4) | 105,370 | * | % | |||||
| Narendra Kini(5) | 105,370 | * | % | |||||
| Tyler Trumbach(6) | 11,114,223 | 2.71 | % | |||||
| All current directors and executive officers as a group (5 persons) | 298,579,435 | 68.40 | % | |||||
* 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 and Dr. Trumbach is an Executive Director of Harthorne. Each of Mr. Singh and Dr. Trumbach 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.
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(2) Does not include shares held by Harthorne. See Footnote (1) above.
(3) Includes options to purchase 11,250,000 shares of common stock. exercisable through February 13, 2033.
(4) Does not include $56,857 of equity compensation earned by Mr. Stuart but not yet issued as of October 15, 2026.
(5) Such shares are owned indirectly through Lucky International Limited Corp., of which Mr. Kini has voting and dispositive control. Does not include $56,857 of equity compensation earned by Mr. Kini but not yet issued as of October 15, 2026.
(6) Of such shares, 3,862,460 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.
(7) Includes 937,500 shares underlying a convertible note held by Dr. Trumbach of $150,000 at a conversion price of $0.16.
(8) Does not include common stock issuable under an outstanding convertible note held by Michael Singh in the amount of $300,535, which is convertible based on 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.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The Board has a written 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.
Mr. Singh and Dr. Trumbach, as Executive Directors of Harthorne, in aggregate own approximately 25% of the issued and outstanding shares of Common Stock of the Company (not including their individual holdings).
As of the fiscal years ended June 30, 2026 and 2025, Harthorne advanced and received a net amount of $758,072 and $84,871, respectively, relating to costs paid on behalf of the Company. The Company expects Harthorne to continue to make and be repaid advances from time to time to cover construction and other expenses, although Harthorne has no legal obligation to do so. There is no agreement as between Harthorne and the Company with respect to these advances or the repayment of any such advances.
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. Effective as of June 15, 2026, the maturity date of the note was further extended to December 8, 2026, or the uplisting 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 $0.30 per share.
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Between November 15, 2024, and December 20, 2024, the Company borrowed an aggregate of approximately $3.3 million, evidenced by a Secured Promissory Note, dated December 1, 2024 and as amended, with BOS Investment Inc.. 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 the remainder 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 December 8, 2026, or the Company’s up-listing to the NYSE American.
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.
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 the terms and conditions of an Agreement of Purchase and Sale, dated December 31, 2024 and effective December 20, 2024. 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 Chial Reserve Assets include approximately 35 villas, comprising an estimated 59,000 square feet, which the Company planned to further develop and renovate as part of its “Awaysis” branded residential enclave community.
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. Effective February 3, 2026, the Company amended the maturity date to the earlier of February 28, 2026, or the uplisting of the Company to the NYSE American. As of June 30, 2026, the balance was trued-up to $300,535 due to villa sales and acquisition cost adjustments Effective May 11, 2026, the Company amended the maturity date to the earlier of June 15, 2026, or the uplisting of the Company to the NYSE American. Subsequent to June 15, 2026, the maturity date of the note was extended to the earlier of December 8, 2026, or the uplisting to the NYSE American.
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. However, the acquisition of the 107-acre parcel was not completed, as the seller was unable to deliver clear title to the property. The purchase and sale agreement for the 107-acre parcel expired in accordance with its terms, and the Company has no further obligation under the agreement.
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.
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 the maturity date which has been extended to December 8, 2026. 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 a conversion price per share of $0.16.
On January 2, 2026, the Company borrowed $20,000 from KiniConsult Inc., an affiliate of Dr. Narendra Kini, the Chairman of the Company’s Board of Directors, evidenced by a Promissory Note bearing interest at 8% with a maturity date of May 15, 2026. Subsequent to June 15, 2026, the maturity date of the note was extended to December 8, 2026.
On March 31, 2026, the Company borrowed $50,000 from Dr. Kini, evidenced by a Promissory Note bearing interest at 8% with a maturity date of May 15, 2026. Subsequent to June 15, 2026, the maturity date of the note was extended to December 8, 2026.
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Family Relationships
Tyler Trumbach, the Company’s Chief Legal Counsel and a director, is the son of Dr. Andrew Trumbach, the Co-CEO and CFO and director of the Company.
Samantha Singh, daughter of Michael Singh, our Co-CEO and a director, has been contracted for marketing services through her company Lucid Marketing. During fiscal year ended June 30, 2026, Lucid Marketing was paid approximately $80,000 for marketing services related exclusively to the Chial property.
There are no other familial relationships between any of our officers and directors. 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.
Director Independence
As a “controlled company,” we are not subject to the corporate governance rules of the NYSE American requiring: (i) a majority of independent directors on our Board of Directors, (ii) an entirely independent corporate governance and nominating committee, and (iii) an entirely independent compensation committee. On account of this, and based on our ownership structure, we do not have a majority of independent directors on our Board of 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 employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the Company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Pursuant to Rule 803, the following is a non-exclusive list of persons who cannot be considered independent:
| ● | a director who is, or during the past three 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 twelve consecutive months within the three years preceding the 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. |
Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, Dr. Stuart and Dr. Kini 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, 2026, with management and have reviewed related written disclosures of Moore Belize LLP, our independent accountants of the matters required to be communicated under Public Company Accounting Oversight Board (PCAOB) Auditing Standard AS 1301, Communications with Audit Committees, 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 LLP 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, 2026.
We have also reviewed the various fees that we paid or accrued to our auditors, Moore Belize LLP during the years ended June 30, 2026, and 2025 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 LLP for the audit of our financial statements for the years ended June 30, 2026, and 2025:
| 2026 | 2025 | |||||||
| Audit Fees | $ | 73,000 | $ | 60,000 | ||||
| Audit Related Fees | $ | 0 | $ | 0 | ||||
| Tax Fees | $ | 0 | $ | 0 | ||||
| All Other Fees | $ | 0 | $ | 0 | ||||
| Total | $ | 73,000 | $ | 60,000 | ||||
Audit fees consist of the aggregate fees billed for professional services rendered by the principal accountant for the audit of our annual financial statements and review of our quarterly financial statements or services normally provided by the above auditor in connection with statutory and regulatory filings or engagements. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”. 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.
| 46 |
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.
| * | Indicates Management contract or compensatory plan or arrangement |
| 47 |
| (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 Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025. |
| (17) | Incorporated by reference from the exhibit included in the registration Statement on Form S-1 of the Company (Registration No. 333-275922) |
| (18) | Incorporated by reference from the exhibit included in the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2026. |
| (19) | Incorporated by reference from the exhibit included in the Company’s Current Report on Form 8-K filed with the SEC on April 9, 2026. |
| (20) | Incorporated by reference from the exhibit included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026. |
Item 16. Form 10-K Summary.
None
| 48 |
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 | |
| Co-Chief Executive Officer |
Dated: October 15, 2026
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 | Co-CEO | October 15, 2026 | ||
| Michael Singh | (Co-Principal Executive Officer) | |||
| /s/ Andrew Trumbach | Co-CEO and Chief Financial Officer and Director | October 15, 2026 | ||
| Andrew Trumbach | (Co-Principal Executive Officer and Financial and Accounting Officer) | |||
| /s/ Claude Stuart | Director | October 15, 2026 | ||
| Claude Stuart | ||||
| /s/ Narendra Kini | Chairman, Director | October 15, 2026 | ||
| Narendra Kini | ||||
| /s/ Tyler Trumbach | Chief Legal Counsel and Director | October 15, 2026 | ||
| Tyler Trumbach |
| 49 |
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 |
| Consolidated Balance Sheets as of June 30, 2026 and 2025 | F-3 |
| Consolidated Statements of Operations for the Years Ended June 30, 2026 and 2025 | F-4 |
| Consolidated Statements of Changes in Stockholders’ Equity For the Years Ended June 30, 2026, and 2025 | F-5 |
| Consolidated Statements of Cash Flows for the Years Ended June 30, 2026 and 2025 | F-6 |
| Notes to Consolidated Financial Statements | 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
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 audits. 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 audits 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 audits 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 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.
October 15, 2026
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, 2026 | June 30, 2025 | |||||||
| (Audited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Inventory | ||||||||
| Due from related parties | ||||||||
| Mortgage receivable - current | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Fixed assets, net | ||||||||
| Mortgage receivable – non current | ||||||||
| Other non-current assets | ||||||||
| Operating lease right-of-use asset | ||||||||
| Total non-current assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | ||||||||
| Other current liabilities | ||||||||
| Accrued expenses | ||||||||
| Current portion of lease liability | ||||||||
| Due to related parties | ||||||||
| Note payable – related parties | ||||||||
| Convertible notes payable - related parties | ||||||||
| Line of credit – related parties | ||||||||
| Line of credit – current | ||||||||
| Notes payable - current | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities | ||||||||
| Line of credit – non-current | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock - shares authorized $ par value issued and outstanding at June 30, 2026 and June 30, 2025, respectively | ||||||||
| Common stock - shares authorized $ par value issued and outstanding common shares at June 30, 2026 and June 30, 2025 were and , respectively | ||||||||
| Common stock subscribed - $ par value subscribed common shares at June 30, 2026 and June 30, 2025 were and , respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Subscription receivable | ( | ) | ||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | ||||||||
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, 2026 | June 30, 2025 | |||||||
| Revenue | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other (income) expense | ||||||||
| Other income | ( | ) | ( | ) | ||||
| Gain on asset | ( | ) | ||||||
| Other expense | ||||||||
| Interest expense | ||||||||
| Total other (income) expense | ||||||||
| Net loss before income taxes | ( | ) | ( | ) | ||||
| Income taxes | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted per common share amounts: | ||||||||
| Basic and diluted net loss | $ | ) | $ | ) | ||||
| Weighted average number of common shares outstanding (basic and diluted) | ||||||||
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, 2026, and 2025
(Audited)
| Common Stock Shares | Common Stock Par Value | Common Stock Subscribed | Subscription Receivable | Additional Paid-in Capital | Accumulated Deficit | Total | ||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| Shares issued for professional Services | ||||||||||||||||||||||||||||
| Shares issued | ||||||||||||||||||||||||||||
| Net Income (Loss) | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| Shares issued for professional Services | ||||||||||||||||||||||||||||
| Shares subscribed for professional services | - | |||||||||||||||||||||||||||
| Cancellation of Stock Subscription | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Shares issued | ||||||||||||||||||||||||||||
| Net Income (Loss) | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
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, 2026 | June 30, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | ( | ) | |||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | $ | |||||||
| Reclassification of capitalized assets | $ | |||||||
| Asset purchase in lieu of rental income | $ | ( | ) | |||||
| Gain on asset | $ | ( | ) | |||||
| Mortgaged portion on sale of Villa | $ | ( | ) | |||||
| Interest expense | $ | |||||||
| Stock based compensation | $ | |||||||
| Restricted stock awards | $ | |||||||
| Amortization of operating lease right-of-use asset | $ | |||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) decrease in accounts receivable | $ | ( | ) | |||||
| (Increase) decrease in prepaid expenses | $ | ( | ) | |||||
| (Increase) decrease in inventory expenses | $ | ( | ) | |||||
| (Increase) decrease in other current assets | $ | ( | ) | ( | ) | |||
| (Increase) decrease in due from related party | $ | ( | ) | |||||
| (Increase) decrease in mortgage receivable | $ | ( | ) | |||||
| Increase (decrease) in due to related parties | $ | ) | ||||||
| Increase (decrease) in accounts payable | $ | |||||||
| Increase (decrease) in other current liabilities | $ | ( | ) | |||||
| Increase (decrease) in other accrued expenses | $ | |||||||
| Increase (decrease) in operating lease liabilities | $ | ( | ) | ( | ) | |||
| Net cash provided by/(used in) operating activities | $ | ( | ) | ( | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of fixed assets | $ | ( | ) | ( | ) | |||
| Net cash used in investing activities | $ | ( | ) | ( | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from related party notes payable | $ | |||||||
| Proceeds from related party convertible notes payable | $ | |||||||
| Proceeds from related party line of credit | $ | |||||||
| Payment of note payable | $ | ( | ) | ( | ) | |||
| Proceeds from line of credit | $ | |||||||
| Net cash provided by/(used in) financing activities | $ | |||||||
| Net change in cash | $ | ( | ) | |||||
| Cash - beginning of year | $ | |||||||
| Cash - end of year | $ | |||||||
Supplemental disclosures of cash flow information
Non-cash investing and financing activities:
During the fiscal year ended June 30,2026, the Company had the following non-cash investing and financing activities:
The
Company sold a vehicle as a trade for services in the amount of $
The
Company purchased a fixed asset at a value of $
The
Company had a non-cash transfer from inventory to property placed into service in the amount of $
The Company acquired fixed assets at a value of $
The Company completed the sale of Villa 16, accepting a $
The Company had a non-cash transaction related to settlement of debt in accounts payable in the amount of $
The
Company incurred and capitalized interest of $
The
Company identified that the estimated total development cost of a specific villa exceeded the contracted selling price by approximately
$
The
Company reduced the Chial acquisition note payable by approximately $
The
Company issued shares at $ per share in the amount of $
During
the fiscal year ended June 30, 2026, certain accrued compensation obligations owed to executive officers were partially satisfied
through the offset of related-party balances and allocations totaling approximately $
The Company issued
The Company determined the subscription receivable of $ to be uncollectible. The cancellation was recorded as direct reduction to subscribed common stock, APIC, and subscription receivable. This transaction represents a non-cash financing activity and has no impact on the Company’s cash position.
During the fiscal year ended June 30,2025, the company had the following non-cash investing and financing activities:
The
Company had a non-cash transfer from inventory to property placed into service in the amount of $
The
company acquired fixed assets at a value of $
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 public operating company with its common stock 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 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, the Company’s common stock was quoted on OTCID under 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
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.
The Company’s principal executive office is located at 3400 Lakeside Drive, Suite 100, Miramar, FL 33027 and its main number is 855-795-3311. 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.
Principles of Consolidation
The consolidated financial statements include accounts of the Company’s wholly owned subsidiaries Awaysis Capital, LLC, Awaysis Belize Limited, Chial Mountain Limited and Awaysis Casamora Limited. All significant intercompany balances and transactions have been eliminated in consolidation.
| F-7 |
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 other than its main corporate offices that is a licensed real estate brokerage corporation. Although the Company generates revenue from multiple sources, including real estate sales, short-term rental operations, property and resort management services, homeowners’ association management, brokerage activities, and related hospitality services, these activities are integrated components of a unified residential-resort development and management platform. The services share similar economic characteristics, including customer base, pricing structures, regulatory environment, operating risks, long-term margin profiles, and asset utilization.
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 based on the following:
| ● | All operations are managed on a consolidated basis by the Company’s chief operating decision maker, | |
| ● | Financial information is reviewed on an aggregate basis, | |
| ● | Revenue streams are operationally integrated and interdependent, | |
| ● | Assets are deployed collectively to support a unified hospitality platform. |
Although the Company generates revenue from multiple sources, these activities are not managed or evaluated as separate business units.
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.
Original Purchase Price Allocation to Assets Acquired and Liabilities Assumed
SCHEDULE OF ORiGINAL PURCHASE PRICE ALLOCATION TO ASSETS ACQUIRED AND LIABILITIES ASSUMES
| Asset Class | ||||
| Cash | $ | |||
| Inventories | ||||
| Mortgage receivable | ||||
| Property and equipment | ||||
| Site development | ||||
| Land | ||||
| Escrow deposit | ||||
| Total asset Acquired | $ | |||
| Due to related parties | $ | |||
| Net assets acquired | $ |
The
aggregate estimated purchase price of the Chial Reserve Assets was $
On October 28, 2025, the Company and Chial Mountain Limited 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 permit a new 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.
| F-8 |
As of the date the financial statements were issued, the appraisal and any related purchase price adjustment had not been finalized. Accordingly, no adjustment has been made to the carrying amounts of the related assets or liabilities as of June 30, 2026. Management will evaluate the outcome of the appraisal and any resulting modification to the purchase price in the period in which it becomes known.
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.
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.
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 liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on 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 accounts payable, notes payable, notes payable related parties, mortgage receivables, and construction loan. The carrying amounts of accounts payable approximate their fair values due to their short-term maturities. The carrying amount of notes payable, note payable - related party, mortgage receivables, and construction loan also approximates its fair value because the underlying fixed interest rates approximate current market rates available to the Company for debt with similar terms and remaining maturities.
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.
During the fiscal year ended June 30, 2026, certain accrued compensation obligations owed to executive officers were partially satisfied
through the offset of related-party balances and allocations totalling approximately $
| F-9 |
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 (inventory - construction 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 inventory - construction in progress. Finished Units held for sale are classified as inventory – finished goods; units held for rental are reclassified to fixed assets upon stabilization.
The classification of completed real estate units as either inventory or fixed assets is based on management’s intent at the time the property is substantially completed.
Properties intended for sale in the ordinary course of business are classified as inventory. Properties intended to be held and utilized in the Company’s hospitality operations, including short-term rental programs, are classified as fixed assets upon stabilization.
Management evaluates intent based on several factors, including:
| ● | marketing and sales activity, | |
| ● | operational deployment within rental programs, | |
| ● | contractual commitments with third-party buyers, | |
| ● | and expected holding period. |
Such determinations require judgment and may change based on evolving business strategies and market conditions.
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.
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).
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.
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.
| F-10 |
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 represents 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 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, 2026, we were party to an operating lease agreement which commenced during the fiscal year ended June 30, 2023. See Note 22 below for details of lessee leases.
Beneficial Conversion Features
ASU 2020-06 simplifies the accounting for convertible instruments by eliminating several separation models, including the model that required issuers to separately recognize beneficial conversion features (“BCFs”) and cash conversion features in equity. Under legacy ASC 470-20 guidance, a BCF was recognized when the conversion price of a convertible instrument was “in-the-money” at issuance, resulting in a separate equity component and a corresponding discount to the host debt instrument.
Upon adoption of ASU 2020-06, the Company no longer applies the beneficial conversion feature model. Instead, all convertible instruments are accounted for as a single liability or a single equity instrument, provided that the embedded features do not require bifurcation as derivatives under ASC 815. The standard also revises the earnings-per-share (“EPS”) guidance, requiring application of the if-converted method for convertible instruments and eliminating the treasury-stock method for certain instruments.
The adoption of ASU 2020-06 did not result in a material impact on the Company’s consolidated financial statements. As required under the full retrospective adoption approach, previously reported periods have been revised to remove historical BCF amortization, eliminate previously recognized equity components related to beneficial conversion features, and adjust interest expense and carrying values of affected instruments.
Management concluded that the conversion features do not require bifurcation as derivative instruments because (i) the instruments are indexed solely to the Company’s common stock, (ii) settlement is required to occur through the issuance of a fixed number of shares or shares based on a standard market price formula with no cash settlement alternative, (iii) the Company has sufficient authorized and unissued shares to settle the instruments, and (iv) the notes do not contain down-round protection, reset, or other provisions that could result in variability inconsistent with equity classification. Accordingly, the convertible notes are accounted for as single liability instruments with no separate derivative liability recognized.
Foreign Currency
The
Company’s reporting currency is the U.S. dollar (“USD”). The functional currency of each foreign subsidiary is determined
based on the primary economic environment in which the subsidiary operates. For subsidiaries operating in Belize, the functional currency
is typically the Belize dollar (“BZD”), which is pegged to the U.S. dollar at a fixed exchange rate of BZD
Assets and liabilities of foreign subsidiaries whose functional currency is not the U.S. dollar are translated into U.S. dollars using the exchange rate in effect at the balance sheet date. Income and expense accounts are translated at average exchange rates for the reporting period. Because the Belize dollar maintains a fixed 2:1 peg to the U.S. dollar, translation adjustments arising from the consolidation of Belize subsidiaries are generally minimal.
For monetary assets and liabilities denominated in currencies other than the subsidiary’s functional currency, the Company performs remeasurement into the functional currency using the exchange rate at the balance sheet date, with gains and losses recognized in other income (expense), net in the consolidated statements of operations. Non-monetary assets and liabilities are remeasured at historical exchange rates.
Due to the fixed peg of the BZD to the USD, remeasurement gains and losses related to Belize-based subsidiaries are generally limited unless transactions occur in other foreign currencies.
| F-11 |
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.
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 carrybacks and carryforwards. The Company periodically reviews the recoverability of deferred 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 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 generates revenue primarily from short-term rentals of both sold and unsold inventory at its owned and managed resort. As villa construction and development conclude, the Company will expand its revenue stream through outright villa sales. These sales will, in turn, seed and expand our long-term primary engine: a growing pool of managed short-term rental units.
Revenue from rentals is recognized over the period in which a guest completes a stay.
Revenue from the sale of residential villas is recognized at a point in time when control of the property transfers to the buyer. Control typically passes at the closing date when physical possession is delivered, and the buyer assumes the risks and rewards of ownership. Legal title retained on financed sales serves solely as protection against non-payment and does not prevent control from transferring to the buyer at closing.
For transactions involving financing (e.g., mortgages receivable), revenue is recognized at closing only if a substantive contract exists and collection of the transaction price is determined to be probable. If collection is not deemed probable, cash received is recorded as a deposit liability on the balance sheet until the criteria for revenue recognition are met.
Other services consist of revenue derived from our real estate brokerage and other related services.
| F-12 |
Other Service Revenue — Real Estate Brokerage and Homeowners’ Association Management, and Homeowner Maintenance Services
In addition to providing vacation rental platform services, the Company provides other services, including real estate brokerage services and homeowners’ association (“HOA”) management services and homeowner (“HOM”) maintenance services. These services are designed to attract and retain homeowners as participants in the Company’s vacation rental platform. As part of this strategy, the Company enters into rental management agreements with each Homeowners’ Association, if any or the homeowner’s directly of the properties it controls or manages.
Real Estate Brokerage Services
Under its real estate brokerage services, the Company assists homebuyers and sellers with listing, marketing, selling, and purchasing residential properties. Real estate commissions earned by the brokerage business are recognized as revenue at a point in time, which occurs upon the closing of the related real estate transaction (i.e., the purchase or sale of a home), when the Company’s performance obligation is satisfied.
Commissions paid to third-party or affiliated real estate agents are recognized concurrently with the associated revenues and are presented as cost of revenues in the consolidated statements of operations, consistent with ASC 606 requirements for consideration payable to customers and direct costs to fulfill a contract.
Homeowners’ Association Management Services
Under its HOA management services, the Company provides common-area property management, community governance, compliance administration, and association accounting services to homeowner associations in exchange for a contractual management fee and additional incrementally billed services.
The management services represent a single performance obligation satisfied over time, as customers simultaneously receive and consume the benefits of the Company’s services. Accordingly, management fee revenue is recognized over time as the services are rendered.
Incrementally billed services (e.g., one-time maintenance coordination, administrative tasks, compliance processing) represent separate point-in-time performance obligations. Revenue for these services is recognized at the point in time when the related service is completed and control transfers to the customer.
Homeowner Maintenance Services
The Company also provides maintenance and repair services directly to homeowners under its HOM services, including routine upkeep, emergency repairs, property inspections, landscaping coordination, preventative maintenance, and other property-care services. These services are typically billed on a per-service or time-and-materials basis.
Each maintenance service represents a distinct performance obligation because the homeowner can benefit from the service on its own. Revenue from homeowner maintenance services is recognized at a point in time, which is when the maintenance work is completed and control of the service transfers to the homeowner.
Costs incurred in connection with maintenance activities, such as third-party contractor fees, materials, and labor, are recognized as cost of revenues when incurred.
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.
| F-13 |
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. |
The carrying amounts of financial instruments including cash, accounts payable, notes payable, notes payable – related party, loans and mortgage receivables, approximated fair value as of June 30, 2026, and 2025. The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts payable, and accrued liabilities, approximate their fair values due to their short-term nature. The specific valuation bases and structural characteristics for other classes of financial instruments are as follows:
| ● | Financial Assets: |
| ○ | Mortgage Notes Receivable: The carrying value of these receivables approximates fair value as they reflect recent market transactions and are evaluated periodically for credit risk, collectability, and the underlying value of the retained real estate collateral. |
| ● | Financial Liabilities: |
| ○ | Variable-Rate Debt Obligations: The carrying value of these obligations approximates fair value because the underlying interest rates adjust dynamically with prevailing market indices. | |
| ○ | Fixed-Rate Related Party Debt Obligations: These obligations carry a fixed interest rate of 3.5%, which is currently below prevailing market rates. The fair value is estimated by discounting expected future cash flows using current market interest rates for similar debt instruments with comparable maturities (Level 2/3 inputs). | |
| ○ | Non-Interest-Bearing Demand Obligations: These obligations are non-interest-bearing and feature an on-demand repayment provision. Due to this immediate demand feature, the carrying amount approximates the fair value at the amount payable upon settlement. |
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.
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.
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.
Recently Issued Accounting Pronouncements
As of June 30, 2026, 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.
3. GOING CONCERN
The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business.
As
of June 30, 2026, the Company had cash and cash equivalents of $
Management has evaluated these conditions, together with its current operating activities, anticipated cash flows, available assets, and plans to address the Company’s financing obligations, in accordance with ASC 205-40, Presentation of Financial Statements — Going Concern.
As
part of this assessment, management has prepared a 12-month cash flow forecast commencing November 2026. The forecast projects approximately
$
The
forecast reflects projected positive net cash flows of approximately $
| F-14 |
Management has also determined that the remaining $2 million of previously contemplated financing under the BOS facility will not be pursued. Accordingly, these undrawn funds have not been included in the Company’s projected cash inflows or its assessment of available liquidity.
Management continues to evaluate and negotiate the terms of its outstanding debt obligations, including those scheduled to mature in December 2026 and the demand obligation payable to Laya Management Corporation. The Company’s cash flow forecast contemplates partial repayment of certain obligations and the management of remaining balances through negotiated arrangements with creditors.
Based on management’s evaluation of its operating forecasts, anticipated asset monetization, and debt management plans, management believes that these measures, upon satisfactory confirmation of their implementation and effectiveness, are sufficient to alleviate substantial doubt about the Company’s ability to continue as a going concern for the twelve-month period following the issuance of these financial statements.
The Company’s ability to execute these plans remains subject to certain risks and uncertainties, including the timing and realization of anticipated property sale proceeds, continued operating cash flows, and the successful negotiation of outstanding debt obligations.
The accompanying consolidated financial statements do not include adjustments to the recoverability or classification of assets and liabilities that might be necessary if the Company were unable to continue as a going concern.
4. CASH
As
of June 30, 2026, and 2025, our cash balance was $
5. INVENTORY - CONSTRUCTION IN PROGRESS
As
of June 30, 2026, and 2025, our balance of inventory - construction in progress was $
6. INVENTORY - FINISHED GOODS
As
of June 30, 2026, and 2025, there was
7. DUE FROM RELATED PARTIES
As
of June 30, 2026, and 2025, the balance of due from related parties was $
8. MORTGAGE NOTES RECEIVABLE - CURRENT AND NON-CURRENT
As
of June 30, 2026, and 2025, the balance of Mortgage Notes Receivable was $
Terms of the Notes:
Principal
Amounts: $
Interest
rates:
Payment
Terms:
Collateral:
Prepayment: Borrower may prepay the outstanding balance in whole or in part without penalty. Prepayments are applied first to accrued interest and then to the principal balance.
Accounting Treatment
| ● | Initial Recognition and Measurement: The Notes are initially recognized at its fair value, with subsequent measurement performed at amortized cost using the effective interest rate method. | |
| ● | Interest Income: Interest is accrued and recognized in the income statement over the term of the Notes in accordance with the effective interest rate. | |
| ● | Credit Losses: The Company monitors the credit quality of its mortgage notes receivable by evaluating individual buyer payment histories, current economic trends, and forward-looking forecasts. The Company maintains structural protection against credit defaults by retaining legal title to the real estate assets until the related notes are paid in full.
As of June 30, 2026, management has performed internal valuation reviews and determined that the estimated fair value of the underlying collateral remains sufficient to secure the carrying value of the outstanding notes. As such, management has determined that expected credit losses across its outstanding notes receivable are immaterial. Consequently, no allowance for credit losses has been recorded as of June 30, 2026. |
9. OTHER CURRENT ASSETS
Other
current assets consist of balances due from Chial owners, agent rental bookings, and customizations related to the sale of Villa 10.
The balance of other current assets as of June 30, 2026, and 2025, was $
| F-15 |
10. FIXED ASSETS
The carrying basis and accumulated depreciation of fixed assets at June 30, 2026, and 2025 is as follows:
SCHEDULE OF FIXED ASSETS
| Useful Lives | June 30, 2026 | June 30, 2025 | ||||||||
| Property placed into service | $ | $ | ||||||||
| Site developments | ||||||||||
| Building improvements | ||||||||||
| Vehicles | ||||||||||
| Computer and equipment | ||||||||||
| Furniture and fixtures | ||||||||||
| Software | ||||||||||
| Total fixed assets, gross | ||||||||||
| Less depreciation and amortization | ( | ) | ( | ) | ||||||
| Total fixed assets, net | $ | |||||||||
The
Company recorded depreciation and amortization expense of approximately $
11. INCOME TAXES – DEFERRED TAX ASSET
Income Tax Expense
For
the fiscal year ended June 30, 2026, the Company recorded
As
of June 30, 2026, the Company had net operating loss (“NOL”) carryforwards of approximately $
In accordance with ASC 740, Accounting for Income Taxes, deferred tax assets are recognized only to the extent that realization of such assets is more likely than not. In evaluating the realizability of its deferred tax assets, the Company considered both positive and negative evidence, including cumulative historical losses and the absence of objectively verifiable sources of future taxable income. Based on this evaluation, management concluded that it is not more likely than not that the deferred tax assets will be realized at this time.
Accordingly, the Company has recorded a full valuation allowance against its deferred tax assets, resulting in no net deferred tax asset recognized in the consolidated financial statements for the fiscal year ended June 30, 2026.
The Company will continue to 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.
Valuation Allowance Roll forward
SCHEDULE OF VALUATION ALLOWANCE ROLL FORWARD
| Component | June 30, 2026 | |||
| Net operating loss carryforwards | $ | |||
| Gross deferred tax asset | $ | |||
| Less: Valuation allowance | $ | ( | ) | |
| Net deferred tax asset recognized | $ | |||
12. 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, 2026, and 2025 was $
13. ACCOUNTS PAYABLE
As
of June 30, 2026, and 2025, the balance of accounts payable was $
| F-16 |
14. OTHER CURRENT LIABILITIES
Other current liabilities consist of business and hospitality tax payables, security and escrow deposit liabilities, payroll liabilities, and Chial Reserve homeowners’ booking fees. The balance of other current liabilities as of June 30, 2026, and 2025 was $ and $, respectively,
As
of June 30, 2026, the balance consisted of payroll for non-related parties of $, due to non-related parties of $, security
deposit of $
As
of June 30, 2025 the balance consisted of payroll for non-related parties of $, Chial’s escrow deposit payable of $
15. ACCRUED EXPENSES
As
of June 30, 2026, and 2025, the balance of accrued expense was $
16. DUE TO RELATED PARTIES
As
of June 30, 2026, and 2025, the balance due to related parties was $
On
December 31, 2025, the Company executed a compensation stock exchange agreement pursuant to which certain officers converted accrued
and unpaid compensation into equity compensation. The Company converted accrued salaries totaling $
See details of other transactions and balances with related parties in the following notes to the consolidated financial statements below:
Note 17 – Notes Payable – Related Parties,
Note 18 – Convertible Notes Payable – Related Parties,
Note 19 – Line of Credit Payable – Related Parties
17. NOTES PAYABLE – RELATED PARTIES
As
of June 30, 2026 and 2025, the balance of notes payable – related parties was $
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
Limited and Chial Mountain Limited in the amount of $
SCHEDULE OF NOTE PAYABLE RELATED PARTIES
| Current | Maturity | |||||||||||||||
| Holder | Principal | Balance | Rate | Date | Security | |||||||||||
| Michael Singh | $ | $ | % | N/A | ||||||||||||
| F-17 |
On
January 2, 2026, the Company borrowed $
On
March 31, 2026, the Company borrowed $
SCHEDULE OF NOTE PAYABLE
| Current | ||||||||||||||||
| Holder | Principal | Balance | Rate | Maturity Date | Security | |||||||||||
| KiniConsult Inc. | $ | $ | % | N/A | ||||||||||||
| Dr. Narendra Kini | $ | $ | % | N/A | ||||||||||||
| Total combined | $ | $ | ||||||||||||||
18. CONVERTIBLE NOTES PAYABLE – RELATED PARTIES
As
of June 30, 2026, and 2025, the balance of convertible notes payable – related party was $
On
June 26, 2024, the Board approved a $
On September 16, 2025, the maturity date of this note was extended to November 30, 2025. Effective February 3, 2026, the maturity date of this note was extended to February 28, 2026. Effective May 11, 2026, the maturity date of this note was extended to June 15, 2026. Effective June 15, 2026, the maturity date of the note was extended to December 8, 2026, or the uplisting to the NYSE American.
SCHEDULE OF CONVERTIBLE NOTES PAYABLE
| Current | Maturity | Conversion | ||||||||||||||||||
| Holder | Principal | Balance | Rate | Date | Price | Security | ||||||||||||||
| Harthorne Capital | $ | $ | % | N/A | ||||||||||||||||
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 Limited and Chial Mountain Limited in the amount originally stated at $
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 permit a new 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 of the date the financial statements were issued, the appraisal and any related purchase price adjustment had not been finalized. Accordingly, no further adjustment has been made to the carrying amounts of the related assets or liabilities as of June 30, 2026. Management will evaluate the outcome of the appraisal and any resulting modification to the purchase price in the period in which it becomes known.
SCHEDULE OF CONVERTIBLE NOTES PAYABLE
| Current | Maturity | Conversion | ||||||||||||||||
| Holder | Principal | Balance | Rate | Date | Price | Security | ||||||||||||
| Michael Singh | $ | $ | % | N/A | ||||||||||||||
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 $
SCHEDULE OF CONVERTIBLE NOTES PAYABLE
| Current | Maturity | Conversion | ||||||||||||||||||
| Holder | Principal | Balance | Rate | Date | Price | Security | ||||||||||||||
| Andrew Trumbach | $ | $ | % | N/A | ||||||||||||||||
| F-18 |
19. LINE OF CREDIT PAYABLE – RELATED PARTY
Between
December 20, 2024, and June 30, 2026, the Company borrowed an aggregate of $
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.
Effective February 3, 2026, the parties entered into an amendment to the Secured Promissory Note, to provide that principal and interest shall be due February 28, 2026.
Effective May 11, 2026, the parties entered into an amendment to the Secured Promissory Note, to provide that principal and interest shall be due June 15, 2026.
Effective June 15, 2026, the parties entered into an amendment to the Secured Promissory Note to provide that principal and interest shall be due December 8, 2026.
The note is secured by a first-priority lien on substantially all of the assets of the Company, as previously disclosed by the Company. The collateral arrangement is subject to the terms of the applicable security documents and any existing liens, mortgages, or other security interests.
The secured note contains customary events of default, including provisions permitting the lender to accelerate repayment of outstanding principal and accrued interest upon the occurrence of specified defaults.
SCHEDULE OF LINE OF CREDIT PAYABLE
| Current | Maturity | |||||||||||||||
| Holder | Principal | Balance | Rate | Date | Security | |||||||||||
| BOS Investment Inc. | $ | $ | % | Pledged Assets | ||||||||||||
20. LINE OF CREDIT – CURRENT
The Company has line of credit - current as of June 30, 2026, and 2025 in the amount of approximately $ and $, respectively.
On
March 16, 2026, Awaysis Belize Ltd., a wholly owned subsidiary of Awaysis Capital, Inc, secured a long-term construction loan from
The Belize Bank Limited in the amount of $
SCHEDULE OF LINE OF CREDIT FACILITIES CURRENT
| Current | Maturity | |||||||||||||||
| Holder | Principal | Balance | Rate | Date | Security | |||||||||||
| The Belize Bank Limited Construction Loan – Current portion | $ | % | Pledged Assets | |||||||||||||
21. NOTES PAYABLE - CURRENT
The Company has notes payable - current as of June 30, 2026, and 2025 in the amount of approximately $ and $, respectively.
On June 30, 2022, the Company purchased from a non-related
party, real estate asset appraised at $
The note is payable on demand in accordance with its contractual terms.
On March 16, 2026, Curah Capital Corporation assigned
all the rights, title and interest of this Demand Promissory Note of $
Laya Management Corp. has issued a demand for repayment of the outstanding obligation, and as of July 2026 this note is considered to be in default.
The Board of Directors has received and acknowledged the demand from Laya Management Corporation. The matter is currently under consideration, and the Board expects to address the demand in the near term. As of the date of this report, no formal resolution or repayment arrangement has been approved. Management continues to evaluate repayment arrangements and remains in communication with the lender regarding the outstanding obligation.
The Company has classified the outstanding obligation as a current liability in the accompanying consolidated balance sheet, consistent with the demand nature of the note.
SCHEDULE OF NOTES PAYABLE
| Current | Maturity | |||||||||||||||
| Holder | Principal | Balance | Rate | Date | Security | |||||||||||
| LAYA Management Corp. (assigned from Curah Capital Corporation) | $ | $ | % | N/A | ||||||||||||
| F-19 |
22. OPERATING LEASES - LESSEE
The
Company leases office space under a non-cancellable operating lease with a term of
On
October 1, 2025, there was a lease modification to the lease payment based on a change in tax law from the Florida Department of Revenue
regarding the taxation of commercial leases. The State of Florida removed all sales tax charged on Commercial rents. The impact of this
change decreased the Company’s monthly payment by approximately $
As of June 30, 2026, the Company did not have any additional operating leases that had been executed but were not yet commenced. No other significant new lease obligations, modifications, or renewals were entered into during the reporting period.
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:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
| June 30, 2026 | ||||
| 2027 | $ | |||
| Thereafter | ||||
| Total operating lease payments | ||||
| Present value adjustment | ( | ) | ||
| Total operating lease liabilities | $ | |||
As
of June 30, 2026, the total operating lease liability amount of $
For
the year ended June 30, 2026, and 2025, operating lease costs were $
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, 2026:
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND WEIGHTED AVERAGE DISCOUNT RATE
| June 30, 2026 | ||||
| Weighted-average remaining lease term, years | ||||
| Weighted-average discount rate, % | % | |||
23. LINE OF CREDIT – NON-CURRENT
The
Company has notes payable – noncurrent as of June 30, 2026, and 2025 in the amount of $
On
March 16, 2026, Awaysis Belize Limited, a wholly owned subsidiary of Awaysis Capital, Inc. (the “Company”), entered into
a construction loan agreement with The Belize Bank Limited providing financing of BZ$
Collateral and Guarantees
The construction loan is secured by real estate and related security arrangements involving properties located in San Pedro, Belize. Under Schedule C of the financing agreement, the security arrangements include:
A registered charge over Parcels 576 and 577, Block 7, San Pedro Registration Section, in the name of Awaysis Belize
Limited, securing BZ$
Lodgment of title documents by Yacht Club Resorts Development Company Limited for Strata Parcels 5513 H2, H3, H5, H7, H8, H9, H12, H13, H14 and H15, Block 7, San Pedro Registration Section.
Additional lodgment requirements for Strata Parcels 5513 H4 and H6, Block 7, San Pedro Registration Section, subject to the availability of the respective titles.
| F-20 |
Assignment of rental proceeds from charged properties and applicable insurance coverage naming The Belize Bank Limited as an interested party.
The loan agreement also provides for a corporate guarantee by Yacht Club Resorts Development Company Limited and personal guarantees by Michael Singh and Andrew Trumbach.
The financing agreement contains customary lending provisions and other conditions, including reporting requirements, insurance obligations, collateral requirements, and restrictions and repayment provisions relating to condominium sales.
As
of June 30, 2026, the utilized balance on the loan is $
SCHEDULE OF NOTES PAYABLE NONCURRENT
| Holder | Total Construction Loan | Loan Advanced | Rate | Maturity Date | Security | |||||||||||
| The Belize Bank Limited - Construction Loan | $ | $ | % | Pledged Assets | ||||||||||||
| Current portion | $ | |||||||||||||||
| Non-current portion | $ | |||||||||||||||
24. COMMITMENTS & CONTINGENCIES
Legal Proceedings
We were not subject to any legal proceedings during the year ended June 30, 2026, and, to the best of our knowledge, no legal proceedings are pending or threatened against the Company that would have a material adverse effect on its financial position, results of operations, or cash flows.
Purchase Commitments
We were not party to any purchase commitments during the year ended June 30, 2026.
Management is not aware of any non-cancelable purchase obligations or long-term supply agreements that would require disclosure under ASC 440 or Regulation S-K.
25. STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock
As of June 30, 2026, we were authorized to issue shares of preferred stock with a par value of $.
shares of preferred stock were issued and outstanding during the fiscal years ended June 30, 2026 or 2025.
Common Stock
As of June 30, 2026, we were authorized to issue shares of common stock with a par value of $, of which shares of common stock were issued and outstanding and shares of common stock were subscribed, contractually obligated and committed to be issued but not yet issued.
During
the fiscal year ended June 30, 2026, the Company issued common shares in the amount of $
Of
the
shares issued during the fiscal year ended June 30, 2026, the Company issued
The Company reported shares subscribed for professional services in the amount of $ as compensation for professional services.
During
the fiscal year ended June 30, 2025, the Company issued common shares in the amount of $
Stock-based compensation of $ was issued for services during the fiscal year ended June 30, 2025, and is included in the General and Administrative expenses in the Consolidated Statements of Operations.
As of June 30, 2025, the Company has entered into subscription agreements with investors in a private offering, for shares, at a price per share of $ for $, and has a subscription receivable in the Consolidated Balance Sheet. As of June 30, 2026, the company cancelled a common stock subscription for the purchase of shares in the amount of $ as it was determined to be uncollectible. The cancellation was recorded as direct reduction to subscribed common stock, APIC, and subscription receivable
The Company has the following potentially dilutive debt or equity instruments which were issued or outstanding as of the year ended June 30, 2026, or for the year ended June 30, 2025:
| ● | On
June 26, 2024, the Board approved a $ |
| F-21 |
| ● | 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 Limited and Chial Mountain Limited in the amount originally stated at $ | |
| 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 permit a new 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 of the date the financial statements were issued, the appraisal and any related purchase price adjustment had not been finalized. Accordingly, no adjustment has been made to the carrying amounts of the related assets or liabilities as of June 30, 2026. Management will evaluate the outcome of the appraisal and any resulting modification to the purchase price in the period in which it becomes known. |
| ● | 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 $ |
The Company has not declared or paid any dividends or returned any capital to common stock shareholders as of June 30, 2026, and 2025.
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.
Warrants
warrants were issued or outstanding during the twelve months ended June 30, 2026, or 2025.
Stock Options
On February 13, 2023, certain executive employment agreements contemplated the issuance of options to purchase an aggregate of shares of the Company's common stock at an exercise price equal to the fair market value of the common stock on the applicable grant date.
The employment agreements expressly provide that the granting of stock options or other equity compensation is conditional upon written approval by the Company's Board of Directors together with any required stockholder approval.
The Company has determined that the required Board or committee approval was never given. Accordingly, the contemplated stock option awards were not formally granted or issued pursuant to the employment agreements, and the contractual provisions specifying immediate vesting upon grant were not triggered.
Management has therefore concluded that no grant date was established for these contemplated awards under ASC 718. In addition, there is no intensive value to the shares based on the date 02/13/2023 the options were authorized but not granted as the shares were the same price at as the exercise price.
Subject to confirmation that no separate pre-grant share-based payment or other compensation obligation arose, the Company has determined that no stock option compensation expense is required in connection with these contemplated awards, and no retrospective adjustment to previously issued financial statements is necessary.
No stock options were granted or outstanding pursuant to these arrangements as of June 30, 2026 or June 30, 2025.
26. REVENUE
During
the fiscal year ended June 30, 2026, and 2025, the Company earned revenue of $
During the fiscal year ended June 30, 2025, the Company earned revenue of $
27. COST OF GOODS SOLD
During
the fiscal years ended June 30, 2026, and 2025, we incurred cost of goods sold of $
28. SALES AND MARKETING EXPENSES
During
the fiscal years ended June 30, 2026, and 2025, sales and marketing expenses amounted to approximately $
| F-22 |
29. GENERAL AND ADMINISTRATIVE EXPENSES
During
the fiscal years ended June 30, 2026, and 2025, we incurred general and administrative expenses of $
30. OTHER (INCOME) EXPENSE
During
the fiscal years ended June 30, 2026 and 2025, we incurred other income and expenses of $
31. NET LOSS
During
the fiscal year ended June 30, 2026, and 2025, we recognized net losses of $(
32. SUBSEQUENT EVENTS
The Company evaluated subsequent events after June 30, 2026, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined the following subsequent events are required to be disclosed:
Amendment to Maturity Date of Promissory Notes
Approved at an October 9, 2026 Board meeting, effective
as of June 15, 2026, the Company amended the maturity date of the following promissory notes to the earlier of
| 1. | $ | |
| 2. | $ |
Approved
at an October 9, 2026 Board meeting, effective as of June 15, 2026, the Company and BOS amended the $
Approved
at an October 9, 2026 Board meeting, effective as of June 15, 2026, the Company amended the maturity date of the $
Approved at an October 9, 2026 Board meeting, effective
as of June 15, 2026, the Company amended the maturity date of the $
Approved at an October 9, 2026 Board meeting, effective as of June 15, 2026, the
Company amended the maturity date of the $
Approved at an October 9, 2026 Board meeting, effective as of June 15, 2026, the
Company amended the maturity date of the $
Proposed Unwinding of Chial Acquisition
On October 9, 2026, subsequent to the Company’s fiscal year ended June 30, 2026, the Board of Directors considered the financial obligations associated with the Chial Reserve Assets, the development’s stage of completion, and the additional capital expenditures anticipated to complete the development.
Following its review, the Board determined that pursuing a divestiture of the Chial Reserve Assets and an unwinding of the related acquisition transactions could be in the Company’s best interests as part of its efforts to reduce indebtedness, limit future capital commitments, and improve its liquidity position.
On October 9, 2026, the Board approved pursuing the proposed divestiture and rescission of the acquisition-related transactions, in consideration for the release and satisfaction of the underlying indebtedness and obligations of the Company associated with those transactions (the “Unwind Transaction”).
Michael Singh, the Company’s Co-Chief Executive Officer and a related party to certain obligations arising from the acquisition, recused himself from the Board’s consideration and approval of the proposed transaction.
The contemplated Unwind Transaction is expected to involve negotiations with Chial Mountain Ltd., BOS, and other applicable parties to establish the terms under which the Chial Reserve Assets and related interests would be transferred or returned in exchange for the cancellation, release, or satisfaction of the applicable acquisition-related indebtedness and obligations.
Modification of BOS Investments Inc Credit facility
Subsequent
to June 30, 2026, BOS Investments Inc. advised the Company that it would not provide additional advances under the previously contemplated
$
This development has been considered by management in its assessment of the Company’s liquidity requirements and its ability to continue as a going concern.
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-23 |
Exhibit 4.1
DESCRIPTION OF SECURITIES
The following description of our capital stock is a summary only and is qualified by reference to our Articles of Incorporation, and each of the subsequent amendments thereto, and our Bylaws, as amended.
General
Our authorized capital stock consists of 1,000,000,000 shares of Common Stock, with a par value of $0.01 per share, and 25,000,000 shares of Preferred Stock, with a par value of $0.01 per share.
Common Stock
The Company’s Certificate of Incorporation, as amended, authorizes us to issue an aggregate of 1,000,000,000 shares of Common Stock. All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of shareholders of the Company. Holders of Common Stock do not have cumulative voting rights. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the Common Stock. The Common Stock has no pre-emptive, subscription or conversion rights and there are no applicable redemption provisions.
Our Articles of Incorporation, as amended, provides for the Board of Directors to be divided into three classes serving staggered terms; although the Board has not yet approved the designations of any of our directors as a particular class of directors, but intends to do so prior to the consummation of this offering.
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 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.
Preferred Stock
The Company is authorized to issue 25,000,000 shares of preferred stock. Our Board of Directors is authorized to cause us to issue, from our authorized but unissued shares of preferred stock, one or more series of preferred stock, to establish from time to time the number of shares to be included in each such series, as well as to fix the designation and any preferences, conversion and other rights and limitations of such series. These rights and limitations may include voting powers, limitations as to dividends, and qualifications and terms and conditions of redemption of the shares of each such series. As of the date of this prospectus, no shares of our preferred stock were outstanding or designated.
Other Anti-takeover Effect of Governing Documents and Applicable Law
Certain provisions of our Certificate of Incorporation and bylaws could have the effect of delaying or deferring the removal of incumbent directors or delaying, deferring or discouraging another party from acquiring control of us, even if such removal or acquisition would be viewed by our stockholders to be in their best interests. These provisions, summarized above under “Classified Board” and below, are intended to encourage persons seeking to acquire control of us to first negotiate with our board of directors. These provisions may also serve to discourage hostile takeover practices and inadequate takeover bids. We believe that these provisions are beneficial because the negotiation they encourage could result in improved terms of any unsolicited proposal.
Authorized but Unissued Capital Stock. Our authorized common stock consists of 1,000,000,000 shares of common stock and 25,000,000 shares of “blank check” preferred stock. Subject to the limitations of any exchange on which our capital stock may be listed, our Board of Directors may authorize the issuance of one or more series of preferred stock without stockholder approval and may issue additional shares of common stock without shareholder approval, in each case from our authorized but unissued capital. These shares could be used by our board of directors to make it more difficult or to discourage an attempt to obtain control of us through a merger, tender offer, proxy contest or otherwise. In addition, the authorized but unissued shares of common stock may be issued for any proper purpose approved by the board of directors, except where such issuances are limited by applicable Delaware law and rules of any national securities exchange on which our stock may be listed.
Special Meeting and Action by Written Consent in Lieu of Meeting. A special shareholders’ meeting for any purpose or purposes, may be called by our Board of Directors or the president. We shall also hold a special shareholders’ meeting in the event we receive one or more written demands for the meeting, stating the purpose or purposes for which it is to be held, signed and dated by the holders of shares representing not less than one-tenth of all of the votes entitled to be cast on any issue at the meeting.
Stockholders may act by written consent. Pursuant to our bylaws, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with a corporate action, by any provisions of the Delaware General Corporation Law or our Certificate of Incorporation, the meeting and vote of stockholders may be dispensed with, if a majority of the stockholders who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken, as allowed.
Amendments. Upon a proposal by our Board of Directors, our Certificate of Incorporation may be amended with the approval of the stockholders at a meeting at which a quorum consisting of one-third of the votes entitled to be cast on the amendment exists. The bylaws may at any time and from time to time be amended, supplemented, or repealed by the Board of Directors.
Board Composition and Director Changes. Our bylaws provides that our Board of Directors may be comprised of not less than three persons. The bylaws provide that the board of directors may increase or decrease the number of directors within such limit. The bylaws provide that any vacancy in the board of directors may be filled by the board of directors or by shareholders at the next annual meeting or special meeting called for that purpose, subject to exception. Each director shall be elected to hold office until the next annual meeting of shareholders and until the director’s successor is elected and qualified unless the directors are appointed to staggered terms as provided in our Certificate of Incorporation. Any director may be removed by the shareholders of the voting group that elected the director, with or without cause, at a meeting called for that purpose. A director may be removed only if the number of votes cast in favor of removal exceeds the number of votes cast against removal.
Limitation of Liability
Our Certificate of Incorporation provide that, to the fullest extent permitted by the Delaware General Corporation Law, or any other applicable laws, our directors will not be personally liable to us or our shareholders for any acts or omissions in the performance of their duties. Such limitation of liability does not affect the availability of equitable remedies such as injunctive relief or rescission. These provisions will not limit the liability of directors under federal securities laws.
Transfer Agent
The transfer agent for our Common Stock is Mountain Share Transfer LLC, 2030 Powers Ferry Road SE, Suite 212, Atlanta, GA 30339.
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Singh, certify that:
1. I have reviewed this Form 10-K of Awaysis Capital, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| October 15, 2026 | By: | /s/ Michael Singh |
| Michael Singh | ||
| Co-Chief Executive Officer | ||
| (Co-Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Andrew Trumbach, certify that:
1. I have reviewed this Form 10-K of Awaysis Capital, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| October 15, 2026 | By: | /s/ Andrew Trumbach |
| Andrew Trumbach | ||
| Co-Chief Executive Officer and Chief Financial Officer | ||
| (Co-Principal Executive Officer and Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Annual Report on Form 10-K of Awaysis Capital, Inc. for the fiscal year ended June 30, 2026, I, Michael Singh, Co-Chief Executive Officer of Awaysis Capital, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
1. Such Annual Report on Form 10-K for the fiscal year ended June 30, 2026 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in such Annual Report on Form 10-K for the fiscal year ended June 30, 2026, fairly presents, in all material respects, the financial condition and results of operations of Awaysis Capital, Inc.
| October 15, 2026 | By: | /s/ Michael Singh |
| Michael Singh | ||
| Co-Chief
Executive Officer (Co-Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Annual Report on Form 10-K of Awaysis Capital, Inc. for the fiscal year ended June 30, 2026, I, Andrew Trumbach, Co-Chief Executive Officer and Chief Financial Officer of Awaysis Capital, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
1. Such Annual Report on Form 10-K for the fiscal year ended June 30, 2026 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in such Annual Report on Form 10-K for the fiscal year ended June 30, 2026, fairly presents, in all material respects, the financial condition and results of operations of Awaysis Capital, Inc.
| October 15, 2026 | By: | /s/ Andrew Trumbach |
| Andrew Trumbach | ||
| Co-Chief Executive Officer and Chief Financial Officer | ||
| (Co-Principal Executive Officer and Principal Financial and Accounting Officer) |
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