Awaysis Capital (AWCA) grows revenue but remains loss-making on related-party funding
Rhea-AI Filing Summary
Awaysis Capital, Inc. reported sharply higher revenue but continued losses for the six months ended December 31, 2025. Revenue rose to $609,831 from $182,645 a year earlier, driven by hospitality and real estate activity, while the net loss narrowed to $1,334,906 from $1,507,909.
At December 31, 2025, cash was $54,109, inventory-construction in progress was $11,190,215, and total assets were $17,278,356. Total liabilities fell to $10,269,173, helped by converting $2,660,115 of unpaid salaries into 22,167,628 common shares. Stockholders’ equity increased to $7,009,183, with 409,330,095 common shares outstanding.
The company relies heavily on related-party financing, including a $1.1 million 12% convertible bridge loan, a $427,407 senior convertible note, a $1,500,000 non‑interest note, and a $3,352,874 line of credit at 3.5%. Management determined there is no substantial doubt about going concern, citing related‑party support and planned capital raising. Subsequent to quarter-end, Awaysis obtained pre‑approval for a $2,000,000 Belize construction loan to complete its Casamora properties.
Positive
- None.
Negative
- None.
Insights
Revenue is ramping, losses persist, and the story remains funding‑driven and early‑stage.
Awaysis Capital is transitioning from development into operations. Six‑month revenue climbed to
Capital structure is dominated by insiders and affiliates. Related‑party debt includes a
Equity rose to
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
| QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly
period ended |
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ |
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction | (I.R.S. Employer | |
| of Incorporation or Organization) | Identification No.) |
(Address Including Zip Code of Registrant’s Principal Executive Offices)
(Registrant’s Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☐ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of December 31, 2025, there were shares of common stock, par value $ per share, outstanding.
TABLE OF CONTENTS
| Page | |
| PART I – FINANCIAL INFORMATION | 3 |
| Item 1. Financial Statements | 3 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 26 |
| Item 4. Controls and Procedures | 27 |
| PART II – OTHER INFORMATION | 27 |
| Item 1. Legal Proceedings | 27 |
| Item 1A. Risk Factors | 27 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 27 |
| Item 3. Defaults Upon Senior Securities | 28 |
| Item 4. Mine Safety Disclosures | 28 |
| Item 5. Other Information | 28 |
| Item 6. Exhibits | 28 |
| Signatures | 29 |
| 2 |
PART I
Item 1. Financial Statements
Awaysis Capital, Inc.
Consolidated Balance Sheet
| December 31, 2025 | June 30, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ||||||||
| Inventory - construction in progress | ||||||||
| Due from related parties | ||||||||
| Mortgage receivable | ||||||||
| Other current assets | ||||||||
| Total current assets | $ | $ | ||||||
| Non-current assets | ||||||||
| Fixed assets, net | ||||||||
| Operating lease right-of-use asset | ||||||||
| Other non-current assets | ||||||||
| 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 | ||||||||
| Notes payable | ||||||||
| Total current liabilities | $ | $ | ||||||
| Operating lease liabilities | ||||||||
| Total non-current liabilities | $ | $ | ||||||
| Total liabilities | $ | $ | ||||||
| Stockholders’ equity: | ||||||||
| Preferred stock - shares authorized $ par value issued and outstanding at December 31, 2025 and June 30, 2025, respectively | ||||||||
| Common stock – shares authorized $ par value issued and outstanding common shares at December 31, 2025 and June 30, 2025 were and , respectively | ||||||||
| Common stock subscribed – $ par value subscribed common shares at December 31, 2025 and June 30, 2025 were and , respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Subscription receivable | ( | ) | ( | ) | ||||
| Total stockholders’ equity | $ | $ | ||||||
| Total Liabilities and Stockholders Equity | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 3 |
Awaysis Capital, Inc.
Consolidated Statements of Operations
(Unaudited)
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Cost of goods sold | ||||||||||||||||
| Total 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 | ( | ) | ( | ) | ( | ) | ||||||||||
| 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) | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 4 |
Awaysis Capital, Inc.
Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
| Common Stock Shares | Common Stock Par Value | Common Stock Subscribed | Subscription Receivable | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Equity | ||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||
| Shares issued for professional services | ||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, Sept 30, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| Shares issued for professional services | ||||||||||||||||||||||||||||
| Restricted shares issued | ||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, December 31,2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||
| Shares issued for professional services | ||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, Sept 30, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| Shares issued for professional services | ||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 5 |
Awaysis Capital, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
| For the Six months Ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | $ | |||||||
| Interest expense | ||||||||
| Stock based compensation | $ | |||||||
| Amortization of operating lease right-of-use | $ | |||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) decrease in accounts receivable | $ | ( | ) | ( | ) | |||
| (Increase) decrease in prepaid expenses | $ | ( | ) | ( | ) | |||
| (Increase) decrease in inventory - construction in progress | $ | ( | ) | |||||
| (Increase) decrease in other current assets | $ | ( | ) | ( | ) | |||
| (Increase) decrease in escrow deposit - real estate | $ | ( | ) | |||||
| (Increase) decrease in mortgage receivable | $ | ( | ) | |||||
| Increase (decrease) in due to related parties | $ | ( | ) | |||||
| Increase (decrease) in accounts payable | $ | |||||||
| Increase (decrease) in hospitality tax payable | $ | |||||||
| Increase (decrease) in other current liabilities | $ | ( | ) | |||||
| Increase (decrease) in accrued expenses | $ | ( | ) | |||||
| Increase (decrease) in operating lease liabilities | $ | ( | ) | ( | ) | |||
| Net cash provided (used) by operating activities | $ | ( | ) | ( | ) | |||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of fixed assets | $ | ( | ) | ( | ) | |||
| Net cash used in investing activities | $ | ( | ) | ( | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Increase (decrease) in note payable - related parties | $ | |||||||
| Increase (decrease) in convertible notes – related parties | $ | |||||||
| Increase (decrease) in line of credit – related parties | $ | |||||||
| Increase (decrease) in notes payable | $ | ( | ) | |||||
| Net cash provided by financing activities | $ | |||||||
| Net (decrease) in cash | $ | ( | ) | ( | ) | |||
| Cash - beginning of year | $ | |||||||
| Cash - end of year | $ | |||||||
Supplemental disclosures of cash flow information
Non-cash investing and financing activities:
For
the six months ended December 31, 2025, the Company accrued for capitalized interest as part of inventory - construction in progress of
$
On December 18, 2025, the Company completed
construction of a pre-purchased villa. Based on the current appraised value, together with the costs incurred to complete the unit,
the estimated total amount exceeds the agreed selling price by approximately $
The accompanying notes are an integral part of these consolidated financial statements.
| 6 |
Awaysis Capital, Inc.
Notes to the Consolidated Financial Statements
1. NATURE OF OPERATIONS
Nature of Business
Awaysis Capital, Inc. (“Awaysis Capital,” the “Company,” “we,” “us,” or “our”) is a hospitality and management company focused on the acquisition, redevelopment, sales, and management of residential vacation-home communities in desirable global travel destinations. Our strategy centers on identifying undervalued operating and shovel-ready residential or resort communities and creating value through targeted acquisition, development, up-cycling, rebranding, and repositioning initiatives. Through these efforts, we intend to relaunch selected properties under the unified “Awaysis” brand and establish a network of integrated residential-resort enclave communities across the Caribbean, Europe, South America, and the United States. We generate revenue from real estate sales, short term booking revenues, property and resort management services, rental management commissions, and maintenance services, and we recognize revenue in accordance with ASC 606 as performance obligations are satisfied.
Global shifts toward remote and flexible work have significantly influenced residential preferences and travel behavior. An increasing number of individuals are seeking comfortable, amenity-rich destinations where they can live, work, and stay for extended periods. We aim to capitalize on these trends by transforming resort properties in desirable locations into self-contained residential-resort enclaves, which we define as gated communities that provide the full suite of amenities necessary for residents and guests to live, work, and play without leaving the property.
Initially, our focus is on developing partially completed or previously undeveloped resort communities that lack a significant operational history. In these cases, we intend to acquire the underlying real estate assets and complete development of the community. Depending on the property and market conditions, we may (i) sell the finished individual units to third-party buyers, or (ii) retain ownership of some or all units and make them available for short term hotel/resort stays. Units sold to third-party buyers may be used for personal occupancy or for short term rental, at the owner’s discretion, subject to local laws and regulations. We intend to own, operate, and manage the common areas of each community, including restaurants, bars, pools, retail areas, spas, fitness centers, coworking spaces, and other amenities. We may outsource certain operations to third parties at prevailing market rates.
Owners of individual units may elect to rent their units, subject to compliance with local laws. For example, in Belize, all short-term rental bookings must be processed through an entity with a valid Belize hotel license. If an owner engages us to manage bookings of their unit, we enter into an exclusive booking or management agreement, either directly with the owner or through a homeowners’ association, setting forth applicable terms and fees. We perform a monthly reconciliation of booking activity, fee allocations, and amounts due to each owner. Amounts owed to owners are reconciled and distributed in accordance with the terms of their respective agreements.
We market units for sale or for short term bookings in jurisdictions where such offerings are permitted. To date, we market our properties through our website (www.awaysisgroup.com), online multiple listing services, and other licensed booking and distribution channels. While our current properties are located in Belize, offerings, sales, and related management arrangements may occur in both Belize and the United States, subject to compliance with applicable laws and regulations in each jurisdiction.
We are a licensed real estate corporation in the State of Florida and operate in compliance with the Florida Real Estate Commission, which regulates entities engaged in real estate. Our business is subject to an extensive range of federal, state, local, and foreign laws and regulations, which vary depending on jurisdiction and property type. These include requirements related to zoning and land use, licensing, permitting, registrations, environmental and safety standards, building and fire codes, sanitation protocols, and staffing and employee-training requirements. Our U.S. corporate office must also comply with the Americans with Disabilities Act and other accessibility laws applicable to public accommodations.
Additionally, our subsidiary is a licensed hotel operator in Belize and comply with the requirements of the Belize Tourism Board and other governmental authorities. Our operations are governed by the Belize Hotels and Tourist Accommodation Act and related regulations, which establish standards for hotel licensing, facility classifications, operational compliance, reporting obligations, and ongoing regulatory oversight.
Through these combined activities, property acquisition and development, resort operation and management, booking and rental services, and adherence to multi-jurisdictional regulatory frameworks, we aim to develop and operate a scalable portfolio of high-quality residential-resort enclaves that deliver exceptional hospitality experiences while generating diversified and recurring revenue streams for the Company.
Acquisition of Chial Mountain
On
December 31, 2024, Awaysis Belize Limited, (“Awaysis Belize”) a Belize corporation and wholly-owned subsidiary of the Company,
acquired all of the stock and substantially all of the assets of Chial Mountain Limited (“Chial Mountain” or “Chial
Reserve”), 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, between Chial Mountain and Awaysis Belize. Simultaneously, Awaysis Capital acquired
| 7 |
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
The
aggregate estimated purchase price of the Chial Reserve Assets was $
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 December 31, 2025. 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 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.
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
Belize Limited 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.
In
September 2024, our Board of Directors and holders of a majority of our outstanding voting securities, approved of a
The Company’s principal executive office is located at 3400 Lakeside Drive, Suite 100, Miramar, FL 33027 and its main number is 855-795-3377. The Company’s website address is www.awaysisgroup.com
| 8 |
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The summary of significant accounting policies is presented to assist in the understanding of the consolidated financial statements. These policies conform to GAAP and have been consistently applied. The Company has selected June 30 as its financial year end.
Principals of Consolidation
The consolidated financial statements include accounts of the Company’s wholly owned subsidiaries Awaysis Capital, LLC, Awaysis Belize Limited, Chial Mountain Limited and Awaysis Casamora Limited. All significant intercompany balances and transactions have been eliminated in consolidation.
The Company operates as a single operating segment engaged in hospitality and real-estate development activities based in Belize. All material revenues and assets are attributable to operations in Belize. The Company has no active operations, revenues, or assets located in the United States 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.
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.
| 9 |
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.
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 December 31, 2025. 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 priority liens on substantially all of the assets of the Company and contain customary events of default, which entitles 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 prepaid expenses, accounts payable, accounts payable due to related parties and note payable. The carrying amount of our prepaid expenses, accounts payable, accounts payable - related parties and note payable - related parties approximate their fair values because of the short-term maturities. Related party notes payable are non-interest-bearing and payable on demand; therefore, their carrying amounts also approximate fair value.
| 10 |
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 a related party transaction when there is a transfer of resources or obligations between related parties. Immediate family members are related parties under ASC 850.
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.
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.
We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) as assets, operating lease non-current liabilities, and operating lease current liabilities in our balance sheet. Finance leases are property and equipment, other current liabilities, and other non-current liabilities in the balance sheet.
ROU assets represent the right to use an asset for the lease term and lease liability represent the obligation to make lease payment arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As most of the leases 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 December 31, 2025, we are a party to an operating right-of use lease agreement which commenced during the fiscal year ended June 30, 2023. See Note 21 below for details of lessee leases.
Beneficial Conversion Features
SU 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.
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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 Translation
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. Resulting translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity.
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.
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.
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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 derives its revenue primarily from the short-term unit rentals of sold and unsold inventory at the resort we own and manage.
Revenue from rentals is recognized over the period in which a guest completes a stay.
Other services consist of revenue derived from our real estate brokerage and other related services.
Other 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 exclusive 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 - construction in progress 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.
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Impairment Testing (ASC 330)
Inventory is measured at the lower of cost and net realizable value (NRV) in accordance with applicable accounting standard ASC 330. The cost of inventory includes all costs of purchase, conversion, and other costs incurred in bringing the inventories to their present location and condition. At each reporting date, inventory is reviewed to ensure its carrying amount does not exceed NRV.
Impairment testing includes all categories of inventory, including raw materials, work-in-progress, and finished goods, as reported in the Company’s financial records. Impairment testing of inventory is to ensure the carrying value of inventory does not exceed its recoverable amount. If the NRV is lower than the carrying value, an impairment loss is recognized as part of cost of goods sold.
Financial Instruments
Fair Value of Financial Instruments - From inception, the Company adopted ASC 820, Fair Value Measurements and Disclosures, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
| ● | Level 1: Quoted prices for identical assets and liabilities in active markets. | |
| ● | Level 2: Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and | |
| ● | Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
The carrying amounts of financial instruments including cash, accounts payable and notes payable approximated fair value as of December 31, 2025, and 2024 due to the relatively short maturity of the respective instruments.
Advertising and Marketing Costs
We expense advertising costs when advertisements occur. Advertising for the Company consists primarily of the creation and marketing of the Awaysis brand guideline, logo, wordmark, tagline, and website.
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 December 31, 2025, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements, except for following:
The Company adopted ASU 2020-06, Debt – Debt with Conversion and options (subtopic 470-20), and all related amendments on July 1, 2024, on a full retrospective method. This new standard removed guidance in ASC 470-20 that required separate accounting for beneficial conversion features and amended disclosure requirements.
3. GOING CONCERN
The
accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company
has incurred recurring losses from operations and has experienced negative operating cash flows since inception. For the six months ended
December 31, 2025, the Company reported a net loss of approximately $
Management’s plans to alleviate these conditions include continued financial support from related parties, utilization of its existing line of credit facilities, additional equity financings, potential asset sales, and the planned uplisting and capital raise on a national securities exchange. These are discussed in Results of Operations. Accordingly, management concluded that these maturities do not create near-term liquidity pressure and do not give rise to substantial doubt about the Company’s ability to continue as a going concern.
However, there can be no assurance that such financing will be available on acceptable terms, or at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
4. CASH
As
of December 31, 2025, our cash balance was $
5. INVENTORY - CONSTRUCTION IN PROGRESS
As
of December 31, 2025, our balance of inventory - construction in progress of real estate under construction was $
6. INVENTORY - FINISHED GOODS
As
of December 31, 2025, there was
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7. DUE FROM RELATED PARTIES
As
of December 31, 2025, and June 30, 2025, the balance of due from related parties was $
8. MORTGAGE NOTES RECEIVABLE
As
of December 31, 2025, and June 30, 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 Note is 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 Note in accordance with the effective interest rate. | |
| ● | Credit Losses: There is no credit losses or allowance since title remain with the company until the Notes are paid in full. |
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 December 31, 2025, and June 30, 2025, was $
10. FIXED ASSETS
The carrying basis and accumulated depreciation of fixed assets at December 31, 2025 and at June 30, 2025 is as follows:
| Useful Lives | December 31, 2025 | June 30, 2025 | ||||||||
| Property placed into service | ||||||||||
| Site developments | ||||||||||
| Building improvements | ||||||||||
| Vehicles | ||||||||||
| Computer and equipment | ||||||||||
| Furniture and fixtures | ||||||||||
| Software | ||||||||||
| Less depreciation and amortization | ( | ) | ( | ) | ||||||
| Total fixed assets, net | $ | $ | ||||||||
The
Company recorded depreciation and amortization expense of $
11. INCOME TAXES – DEFERRED TAX ASSET
Income Tax
For
the six months ended December 31, 2025, and the fiscal year ended June 30, 2025, the Company recorded
As
of December 31, 2025, 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 as well as the early stage nature of operations and variability of projected future profitability. 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 recorded a full valuation allowance against its deferred tax assets, resulting in no net deferred tax asset recognized in the consolidated financial statements as of December 31, 2025.
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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
| Component | December 31, 2025 | |||
| Net operating loss carryforwards (NOLs) | $ | |||
| 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
December 31, 2025, and June 30, 2025 was $
13. ACCOUNTS PAYABLE
As
of December 31, 2025 and June 30, 2025, the balance of accounts payable was $
14. OTHER CURRENT LIABILITIES
Other current liabilities consist of business and hospitality tax payables, security deposit liabilities, payroll liabilities, and Chial Reserve escrow deposit payables. and Chial Reserve homeowners’ maintenance fees. The balance of other current liabilities as of December 31, 2025, and June 30, 2025 was $ and $, respectively.
As
of December 31, 2025, the balance consisted of payroll for non-related parties of $, security deposit liabilities 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 December 31, 2025, and June 30, 2025, the balance of accrued expense was $
16. DUE TO RELATED PARTIES
As
of December 31, 2025 and June 30, 2025, the balance due to related parties was $
See details on related party transactions in the following notes below:
Note 17 – Notes Payable – related parties,
Note 18 – Convertible notes payable – related parties,
Note 19 – Line of Credit Payable – related parties
17. NOTE PAYABLE – RELATED PARTIES
As
of December 31, 2025, and June 30, 2025, the balance of notes payable – related parties was $
18. CONVERTIBLE NOTES PAYABLE – RELATED PARTIES
As
of December 31, 2025, and June 30, 2025, the balance of convertible notes payable – related parties was $
On
June 26, 2024, the Board approved a $
| Holder | Principal | Current Balance | Rate | Maturity Date | Conversion Price | Security | ||||||||||||||||
| Harthorne Capital | % | N/A | ||||||||||||||||||||
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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 December 31, 2025. Management will evaluate the outcome of the appraisal and any resulting modification to the purchase price in the period in which it becomes known.
| Holder | Principal | Current Balance | Rate | Maturity Date | Conversion 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 $
| Holder | Principal | Current Balance | Rate | Maturity Date | Conversion Price | Security | ||||||||||||||||
| Andrew Trumbach | % | N/A | ||||||||||||||||||||
19. LINE OF CREDIT PAYABLE – RELATED PARTIES
Between
December 20, 2024, and December 31, 2025, 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.
The note is secured by a priority lien on substantially all of the assets of Awaysis Belize Limited and contains customary events of default, which entitle BOS, among other things, to accelerate the due date of the unpaid principal and accrued and unpaid interest of the note. The parties are finalizing definitive agreements; interim promissory notes govern advances.
20. NOTES PAYABLE
The Company has notes payable as of December 31, 2025, and June 30, 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 $
| Holder | Principal | Current Balance | Rate | Maturity Date | ||||||||||
| Curah Corporation | % | |||||||||||||
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21. 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 December 31, 2025, 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:
| December 31, 2025 | ||||
| Remaining six months ending June 30, 2026 | $ | |||
| 2027 | ||||
| Thereafter | ||||
| Total operating lease payments | ||||
| Present value adjustment | ( | ) | ||
| Total operating lease liabilities | $ | |||
As
of December 31, 2025, the total operating lease liability amount of $
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 December 31, 2025:
| December 31, 2025 | ||||
| Weighted-average remaining lease term, years | ||||
| Weighted-average discount rate, % | % | |||
22. COMMITMENTS & CONTINGENCIES
Legal Proceedings
The Company was not subject to any legal proceedings during the six months ended December 31, 2025. To the best of management’s 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.
We will continue to monitor any legal or regulatory matters that arise and will update this disclosure in future filings as required.
Purchase Commitments
We were not party to any purchase commitments during the six months ended December 31, 2025.
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.
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23. STOCKHOLDERS’ EQUITY
Preferred Stock
As of December 31, 2025, we were authorized to issue shares of preferred stock with a par value of $.
shares of preferred stock were issued and outstanding during the six months ended December 31, 2025 or the year ended June 30, 2025.
Common Stock
As of December 31, 2025, 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 three and six months ended December 31, 2025, the Company issued common shares in the amount of $
On
June 26, 2024, the Board passed a resolution to allow the officers of the Company and certain other parties to convert their unpaid salaries
or other compensation to equity compensation, The company converted salaries and other compensation totaling $
As of December 31, 2025, the Company 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
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.
The Company has the following potentially dilutive debt or equity instruments which were issued or outstanding as of December 31, 2025, or for the year ended June 30, 2025:
| ● | On
June 26, 2024, the Board approved 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 adjustment has been made to the carrying amounts of the related assets or liabilities as of December 31, 2025. 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 December 31, 2025, and June 30, 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 six months ended December 31, 2025, or the year ended June 30, 2025.
Stock Options
The Company adopted the 2022 Omnibus Performance Award Plan in February 2022. The Plan authorizes the granting of of the Company’s Common Stock. stock options under the Plan were issued or outstanding during the six months ended December 31, 2025 or for the year ended June 30, 2025.
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On February 13, 2023, the Company awarded to certain of its executive officers, options to purchase an aggregate of shares of the Company’s stock at an exercise price per share equal to the fair market value of the Company’s common stock on the date of the grant, $ per share; all of which are currently exercisable and outstanding as of December 31, 2025. No expense has been recorded under ASC 718 as there is no compensation expense to be recognized. The expense for stock options is based on the fair value of the options at the grant date and this fair value is determined to be .
24. SUBSEQUENT EVENTS
We evaluated subsequent events occurring after December 31, 2025, through the date these unaudited consolidated financial statements were issued, as required by ASC 855, Subsequent Events. Based on this review, management identified the following subsequent events that require disclosure:
Amendment to Chial Purchase Agreement
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 December 31, 2025. Management will evaluate the outcome of the appraisal and any resulting modification to the purchase price in the period in which it becomes known.
Amendment to Maturity Date of Related Party Promissory Notes
Effective
February 3, 2026, the Company amended the maturity date of the following promissory notes to the earlier of
| 1. | $ | |
| 2. | $ |
Effective
February 3, 2026 the Company and BOS amended the $
Effective
February 3, 2026, the Company amended the maturity date of the $
Effective
February 3, 2026, the Company amended the maturity date of the $
Construction Loan Approval
On
December 23, 2025, the company was pre-approved for a $
Other than the matters described above and in the other notes to these consolidated financial statements, the Company has determined that there were no additional subsequent events requiring recognition or disclosure in the accompanying consolidated financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
The following discussion should be read in conjunction with our unaudited financial statements and related notes included in Item 1, “Financial Statements,” of this Quarterly Report on Form 10-Q. 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 entitled “Risk Factors” on our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the Securities and Exchange Commission on November 14, 2025.
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 Quarterly Report on Form 10-Q 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.
Overview
We are a real estate management and hospitality company focused on acquisition, redevelopment, sales, and managing bookings and rentals, of residential vacation home communities in desirable travel destinations. We seek to create value through the targeting and acquisition, development, and up-cycling, rebranding, and repositioning of currently undervalued operating and shovel ready residential/resort communities in global travel destinations, with the intention to relaunch these assets under the “Awaysis” brand with the goals of creating a network of residential and resort enclave communities in the Caribbean, Europe, South America and the United States, that will optimize sales, hospitality, and management revenues for our company, while providing the potential for home owners to retain our services to manage any bookings of their units for third-party short or long term stays, and provide exceptional vacation experiences to travelers’.
Increased global trends towards “work from home” opportunities have impacted both residency and travel. We believe that more people are seeking comfortable and convenient places to travel, visit, and live for extended durations. We seek to capitalize on these trends by transforming 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 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 subject to 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.
Additionally, our operating subsidiary is a licensed hotel operator in Belize and maintain compliance with applicable laws and regulations administered by the Belize Tourism Board and other relevant governmental authorities. Our operations are subject to the requirements of the Belize Hotels and Tourist Accommodation Act and related regulations, which govern the licensing, classification, and operation of hospitality establishments throughout the country.
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Revenue Streams
Our business model is expected to encompass a diversified set of activities across the real estate and hospitality sectors, including real estate development and sales, hospitality rentals, resort operations, and club management. We anticipate generating revenues from the following primary sources:
-Real Estate Sales.
We expect to generate revenue through the sale of developed resort inventory, including condominiums and villas. These real estate sales support our broader development, capital recycling, and growth strategy to expand our inventory of units available to rent.
-Management Services:
We provide comprehensive resort, property, and community management services under agreements with homeowners’ associations (“HOAs”) and individual homeowners (“HOMs”). These services include resort operations oversight, homeowner services, compliance administration, and property-level operational support, all designed to ensure consistent service quality across our branded resort portfolio.
-Short-Term Rentals.
We manage short-term rental activity for both sold and unsold resort inventory at properties we own or manage. Through our booking channels and licensed distribution partners, we offer high-quality lodging accommodations for vacationers and travelers. Revenues are derived from nightly bookings, cleaning fees, management commissions, and related ancillary services.
We believe this revenue streams collectively support our long-term growth strategy and position us as a differentiated participant in the resort, real estate, and hospitality markets.
Current Revenue Profile
As of December 31, 2025, our revenues consist primarily of:
| ● | Monthly villa booking income; |
| ● | Management fee income; |
| ● | Rental income; and |
| ● | Maintenance and property-care income. |
These revenue sources reflect the early 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.
As discussed in Liquidity and Going Concern Note, 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
The following discussion and analysis of the Company’s results of operations should be read in conjunction with the accompanying unaudited financial statements and related notes included elsewhere in this Report. This discussion contains forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed under “Risk Factors” and elsewhere in this Report. The Company’s results of operations for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year or for any future period. Unless otherwise indicated, all references to fiscal periods refer to the fiscal periods of Awaysis Capital, Inc.
The Company commenced material operating activities during the fiscal year ended June 30, 2022, following the November 2021 change in control and the February 2022 launch of its business strategy to acquire, develop, and manage residential vacation home communities in desirable travel destinations. This strategy continued throughout the fiscal year ended June 30, 2025, and the six months ended December 31, 2025, during which the Company incurred increased operating expenses consistent with the expansion of development activities, property improvements, and hospitality operations.
The Company has incurred recurring net losses since inception and has not yet generated revenues sufficient to fully support ongoing operations. Management expects that additional capital will be required to fund development activities, expand hospitality operations, and support working capital needs. Potential sources of liquidity include the issuance of equity securities, debt financing, structured project-level financing, or other strategic arrangements. Although management believes these forms of financing may be available, there can be no assurance that such financing will be obtained on terms acceptable to the Company or at the time required.
The Company has recently commenced rental operations and is leasing the two commercial buildings at Awaysis Casamora for a total of $18,500 monthly. Management anticipates that cash flows at this property will increase as additional units become rental-ready and as real estate sales activity progresses. During the fiscal year, the Company also completed the acquisition of Chial Mountain Limited. Management expects that this property will contribute meaningfully to the Company’s hospitality and booking revenues as development and integration activities advance. However, the timing and magnitude of future cash flows will depend on market conditions, the pace of unit completions, real estate transaction volumes, and demand for hospitality services. Management continues to monitor operating performance and capital requirements in light of the Company’s growth trajectory and prevailing market opportunities.
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Management has evaluated the impact of upcoming debt maturities on liquidity and the Company’s going concern assessment. All such obligations relate to notes payable to related parties. These obligations relate exclusively to related-party notes, which are not expected to impose liquidity pressure because the lenders (controlling shareholders and affiliated entities) have historically provided ongoing financial support and have indicated their willingness to continue doing so. Accordingly, management concluded that these maturities do not create near-term liquidity pressure and do not give rise to substantial doubt about the Company’s ability to continue as a going concern.
Given the Company’s negative working capital position and declining equity balance, management has implemented several measures intended to mitigate liquidity risk, strengthen the capital structure, and preserve operational continuity. These measures include:
1. Conversion of Accrued Obligations to Equity
Management intends to satisfy accrued compensation owed to officers, directors, and related-party service providers through the issuance of common stock in the second quarter, as recommended by SEC counsel. Such equity compensation transactions will reduce current liabilities and improve working capital.
2. Reliance on Related-Party Support and Non-Cash Settlements
The Company continues to rely on financial support from controlling shareholders and affiliated entities, including short-term advances, deferral of repayments, non-cash settlements of interest obligations, and extended payment terms. Because these financing arrangements are related-party in nature, they do not represent near-term third-party liquidity risk. The company depends substantially on related–party financing, which may not be available on commercially reasonable terms.
3. Planned Capital Raising and Uplist Strategy
Management is actively pursuing capital-raising initiatives in connection with the SEC’s ongoing review of the Company’s S-1 registration statement, which is intended to support an uplisting to the NYSE American. Management is also preparing for strategic equity raises targeted for the second quarter, subject to the completion of the SEC review, and is engaged in discussions with institutional and accredited investors regarding structured equity and project-based financing opportunities. Additional non-dilutive financing options tied to specific development assets are also under evaluation.
4. Growth Hospitality Revenue and Increase in Cash Flows
The Company’s hospitality operations continue to demonstrate positive performance trends, with year-over-year increases in occupancy and average daily rates. Based on current contracts and booking trajectories as we bring online more Villas at both properties, management projects hospitality revenues to reach approximately US$1.0 million over the next 12 months.
The company has also been pre-approved for a $2m USD construction loan with a primary bank in Belize to finalize the construction of Awaysis Chial within the next 12 months. This will allow the company to increase its hospitality revenues as well as generate profits and cash flow from the sale of the completed units.
5. Sale of Condominiums and Villas
The Company has signed a contract at Chial Reserve that is expected to close in the short term and is actively negotiating the sale of the completed commercial building at Awaysis Casamora. The company is also in the process of taking to market the condominiums units at Awaysis Casamora which are about 70 % completed.
Successful execution of these initiatives is expected to improve liquidity, enhance equity capitalization, and support the Company’s operating and development activities.
Revenue for the six months ended December 31, 2025 increased to approximately $610,000 compared to approximately $183,000 for the prior-year period, primarily driven by increased operating activity at the Company’s Chial resort property and the stabilize monthly rent at Awaysis Casamora. The increase reflects higher occupancy levels, improved average daily rental rates, and a greater number of rentable villas available for short-term stays as the Chial Reserve property continued to stabilize and transition from development to active operations.
The Belize tourism market experienced continued strength during the period, supported by increased international arrivals, particularly from the United States, and sustained demand for boutique eco-resort and extended-stay accommodations. Management also expanded ancillary revenue streams, including real estate brokerage commissions, homeowners’ association management fees, and maintenance services, which were not significant in the prior-year period.
As a result of these factors, management believes the revenue growth reflects operational scaling and improved market penetration rather than one-time or non-recurring activity.
Three Months Ended December 31, 2025, as Compared to December 31, 2024
Revenues
We recognized revenue of $514,633 and $138,526, during the three months ended December 31, 2025, and 2024, respectively. Revenue generated during the three months ended December 31, 2025, consists primarily of the sale of a villa for $375,000, the remaining revenue of $139,633 relates to monthly booking income of villas, management fee income, rental income and maintenance income. Revenue generated during the three months ended December 31, 2024 consisted of rental income, commission income, monthly booking income of villas, management fee income, and maintenance income. The increase in revenue from the three months ended December 31, 2024 to 2025 was primarily due to the sale of a Villa 10 in the Chial Mountain Properties.
Cost of Goods Sold
During the three months ended December 31, 2025 and 2024, we incurred cost of goods sold of $375,000 and $-, respectively, consisting of the sale of Villa 10 in the Chial Mountain Properties. There was no profit or loss on this Villa as it was acquired at FMV on the purchase.
Sales and Marketing Expenses
During the three months ended December 31, 2025 and 2024, we incurred sales and marketing expenses of $30,731 and $60,405, 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 majority of the decrease in sales and marketing expenses from the three months ended December 31, 2024 to 2025 is due to a decrease in real estate sales commission expense offset by an increase in Marketing services and merchant fees.
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General and Administrative Expenses
During the three months ended December 31, 2025 and 2024, we incurred general and administrative expenses of $779,460 and $857,759, respectively, consisting of audit and accounting fees, travel and entertainment, payroll and employee benefits, legal fees, filing fees and transfer agent fees, all relating to both sustaining the corporate existence of the Company and public company-related expenses and its continued transitioning from being a shell company to an operating company. The decrease in general and administrative expenses from the three months ended December 31, 2024 to 2025 mostly relates to a decrease in professional services due to the timing of the payment for services, and decrease in directors compensation offset by increases in legal fees associated with uplisting to the NYSE American. payroll and management expenses, and depreciation expense associated with the acquisition of Chial Mountain Limited.
Operating Results
During the three months ended December 31, 2025, and 2024, we recognized operating losses of $(670,558) and $(779,638), respectively. These losses were primarily driven by operating expenses incurred as we continued to scale our hospitality operations under the Awaysis brand and advanced preparations for a registered offering of our securities.
The decrease in operating loss from the prior year period was primarily attributable to:
| 1. | Increased revenue generated from villa sales, the addition of rental and management income related to the Chial Mountain properties; and | |
| 2. | A decrease in real estate commission expense, timing of professional fee payouts, and increased legal fees associated with the uplisting to the NYSE American. |
We expect operating losses to continue in the near term as we expand our property portfolio, enhance our operational infrastructure, and invest in branding and marketing initiatives to support growth.
Other Income (Expenses)
During the three months ended December 31, 2025, and 2024, we incurred other income and expense of $12,800 and $34,197, respectively, consisting of mortgage interest income and foreign exchange gains, offset by foreign exchange losses and interest expense.
Net Loss
During the three months ended December 31, 2025 and 2024, we recognized net losses of $(683,358) and $(813,835), respectively. These losses were primarily attributable to accounting, marketing, legal, filing fees and transfer agent fees required to sustain our corporate existence, comply with public company reporting obligations and support our continued transition from being a shell company into an operating business.
The decrease in net loss from the three months ended December 31, 2024 to 2025 was principally driven by increased revenue generated from the addition of Chial Mountain Limited and related rental and management income, as well as the 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.
Six Months Ended December 31, 2025, as Compared to December 31, 2024
Revenues
We recognized revenue of $609,831 and $182,645, during the six months ended December 31, 2025, and 2024, respectively. Revenue generated during the six months ended December 31, 2025, consists primarily the sale of a villa in the Chial Mountain properties, monthly booking income of villas, management fee income, rental income and maintenance income. Revenue generated during the six months ended December 31, 2024 primarily consisted of the sale of a villa in Chial Mountain properties of $375,000. The remaining revenue of $234,831 was generated from rental income, commission income, monthly booking income of villas, management fee income, and maintenance income. The increase in revenue from the six months ended December 31, 2024 to 2025 was a result of the sale of a Villa 10 in Chial Mountain properties and increased booking and rental revenues, management fee income related to the completion of two buildings at Casamora and the acquisition of Chial Mountain Limited.
Cost of Goods Sold
During the six months ended December 31, 2025 and 2024, we incurred cost of goods sold of $375,000 and $-, respectively, consisting of the sale of Villa 10 in the Chial Mountain Properties. There was no profit or loss on this Villa as it was acquired at FMV on the purchase.
Sales and Marketing Expenses
During the six months ended December 31, 2025 and 2024, we incurred sales and marketing expenses of $63,022 and $122,321, 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 majority of the decrease in sales and marketing expenses from the six months ended December 31, 2024 to 2025 is due to the timing of hiring a marketing firm during the six months ended December 31, 2024 to generate interest in our properties and investment opportunities and also a decrease in real estate commission expenses.
General and Administrative Expenses
During the six months ended December 31, 2025 and 2024, we incurred general and administrative expenses of $1,481,836 and $1,506,831, respectively, consisting of audit and accounting fees, travel and entertainment, payroll and employee benefits, legal fees, filing fees and transfer agent fees, all relating to both sustaining the corporate existence of the Company and public company-related expenses and its continued transitioning from being a shell company to an operating company. The decrease in general and administrative expenses from the six months ended December 31, 2024 to 2025 mostly relates to a decrease in professional fees due to the timing of the payment for services, and decrease in directors compensation offset by increases in legal fees associated with uplisting to the NYSE American. payroll and management expenses, and depreciation expense associated with the acquisition of Chial Mountain Limited.
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Operating Results
During the six months ended December 31, 2025, and 2024, we recognized operating losses of $(1,310,027) and $(1,446,507), respectively. These losses were primarily driven by operating expenses incurred as we continued to scale our hospitality operations under the Awaysis brand and advanced preparations for a registered offering of our securities.
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 current period. | |
| 3. | A decrease in real estate commission expense, timing of professional fee payouts, and increased legal fees associated with the uplisting to the NYSE American. |
We expect operating losses to continue in the near term as we expand our property portfolio, enhance our operational infrastructure, and invest in branding and marketing initiatives to support growth.
Other Income (Expenses)
During the six months ended December 31, 2025 and 2024, we incurred other income and expense of $24,879 and $61,402 respectively, consisting of mortgage interest income and foreign exchange gains, offset by foreign exchange losses and interest expense.
Net Loss
During the six months ended December 31, 2025 and 2024, we recognized net losses of $(1,334,906) and $(1,507,909), respectively. These losses were primarily attributable to accounting, marketing, legal, filing fees and transfer agent fees required to sustain our corporate existence , comply with public company reporting obligations and support our continued transition from being a shell company into an operating business.
The decrease in net loss from the six months ended December 31, 2024 to 2025 was principally driven by increased revenue generated from the addition of Chial Mountain Limited and related rental and management income, as well as the 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.
Capital Requirements and Sources of Liquidity
As of December 31, 2025, we had cash of $54,109 and positive working capital of $1,805,439. The working capital surplus was primarily driven by the decrease in liabilities associated to the execution of the equity compensation for officers and specific parties.
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. 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.
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 December 31, 2025, this affiliate shareholder has advanced and received a net of approximately $79,295 on our behalf to cover certain Company expenses and has provided $1,100,000 in bridge financing to support our operations. The balance is currently owed to the company due to timing of transfers between the companies.
Between December 20, 2024, and December 31, 2025, the Company borrowed an aggregate of $3,352,874, evidenced by a Secured Promissory Note, dated December 1, 2024, and as amended on April 22, 2025, under a planned committed line of credit with BOS Investment Inc. to borrow up to an aggregate of $5,000,000. BOS is an affiliate of Michael Singh, the Company’s Co-Chief Executive Officer.
We used a portion of the proceeds from these borrowings to fund the acquisition of an additional operating property located in Belize. We expect to use the remaining availability under the line of credit to fund other targeted acquisitions and to further develop the Awaysis Casamora assets as part of our broader growth strategy.
If we are unable to obtain additional advances from our affiliate shareholder, we expect to face significant challenges in raising the funding necessary to execute our business plan. Obtaining debt or equity financing for small, publicly quoted companies, particularly those trading as penny stocks, is inherently difficult. We can provide no assurance that additional financing will be available in the amounts we require or on terms acceptable to us, if at all.
If we are unable to secure adequate additional working capital when needed, we may be required to reduce or delay planned expenditures, extend payment terms with suppliers, liquidate assets where feasible, and/or suspend or curtail planned acquisitions and development activities. Any such actions could materially and adversely affect our ability to implement our business strategy and could have a significant negative impact on our operations and financial condition.
Our plan to satisfy our cash requirements for the next 12 months and beyond, and to further expand our asset base, include generating rental revenues, issuing shares of our capital stock to third parties, and receiving additional advances from our affiliate shareholder. We are currently seeking to raise up to $10 million through the sale of our common stock or other securities offerings. However, there can be no assurance that we will be successful in raising any or all of such capital or in meeting our working capital needs.
Through December 31, 2025, we have raised an aggregate of $14,568,000 in our $25 million private placements offering. We can provide no assurance that we will be able to raise the remaining capital being sought in this offering or in future offerings. Any capital raised through the issuance of equity securities will result in dilution to our existing 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.
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The following table provides a summary of the net cash flow activity for each of the periods set forth below:
| Six months ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash used in operating activities | $ | (264,185 | ) | $ | (4,606,898 | ) | ||
| Cash provided by investing activities | (14,550 | ) | (1,042,125 | ) | ||||
| Cash provided by financing activities | 111,935 | 4,937,716 | ||||||
| Change in cash | $ | (166,800 | ) | $ | (711,307 | ) | ||
Cash Flows from Operating Activities
Net cash flows used in operating activities were $(264,185) and $(4,606,898) for the six months ended December 31, 2025 and 2024, 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 six months ended December 31, 2025, and 2024, net cash flows used in investing activities were $(14,550) and $(1,42,125), respectively. Net cash used in investing activities primarily consist of the purchase of assets and properties. The decrease in investing cash flow reflects the sign of growth for the company.
Cash Flows from Financing Activities
For the six months ended December 31, 2025, and 2024, net cash provided by financing activities was $111,935 and $4,937,716, respectively. The increase in financing cash inflows reflects additional funding received to support our operational and development activities.
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.
Critical Accounting Policies
The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. These estimates and judgments may have a material impact on our financial condition, results of operations, and cash flows. Areas requiring significant judgment include, but are not limited to, accounts receivable, inventory valuation, real estate development costs, revenue recognition, impairment assessments, and goodwill.
We base our estimates on historical experience and on assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates, and such differences may be material. The following section describes the accounting policies that we consider critical because they involve significant judgment by management and require complex or subjective evaluations.
Inventories
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.
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).
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 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required.
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Item 4. 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 December 31, 2025, 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 December 31, 2025 to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures, primarily as a result of the late filing of certain reports with the Securities and Exchange Commission. The Company’s management is seeking to remedy this deficiency.
This Form 10-Q does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management report in this Form 10-Q.
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 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
There have been no material changes to the risk factors described under Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed on November 14, 2025.
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.
In August 2025, the Company issued an aggregate of 61,957 shares of its common stock as consideration for services rendered. Of this, (a) 57,307 shares were issued as consideration for services rendered during the fiscal year ended June 30, 2025 and that were accounted for in such prior period, and (b) 4,650 shares were issued as consideration for services rendered during the quarter ended September 30, 2025 and that were accounted for in such period. In addition, the Company agreed to issue 13,576 shares of its common stock as payment for professional services, which have not been issued as of the date of this Quarterly Report on Form 10-Q. The securities were issued in private transactions in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act, as transactions not involving any public offering.
In November 2025, the Company issued an aggregate of 860,370 shares of its common stock to investors in private placement transactions. The securities were issued in private transactions in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act, as transactions not involving any public offering.
In December 2025, the Company issued an aggregate of 23,274,755 shares of its common stock as equity compensation for unpaid salaries from its officers of the Company and certain other parties for services rendered. The securities were issued in private transactions in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act, as transactions not involving any public offering.
All other unregistered issuances of equity securities during the period covered by this quarterly report have been previously disclosed on our Current Reports on Form 8-K.
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Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During
the six months ended December 31, 2025, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934,
as amended, of the Company
Item 6. Exhibits.
| Exhibit No. | Description of Document | |
| 3.1 | Articles of Incorporation (1) | |
| 3.2 | Certificate of Amendment of Certificate of Incorporation (1) | |
| 3.3 | Certificate of Amendment to Articles of Incorporation (1) | |
| 3.4 | By-Laws (1) | |
| 10.1 | Second Amendment to Agreement of Purchase and Sale and First Secured Promissory Note and Second Convertible Promissory Note, executed October 28, 2025. (2) | |
| 10.2 | Fourth Amendment to Secured Promissory Note, executed October 28, 2025, between Awaysis Capital, Inc. and BOS Investments Belize, Inc. (2) | |
| 31.1 | Certification of Chief Executive Officer, pursuant to Securities Exchange Act Rule 13(a)-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of Chief Financial Officer, pursuant to Securities Exchange Act Rule 13(a)-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification 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 | |
| 32.2 | Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition | |
| 101.LAB | Inline XBRL Taxonomy Extension Labels | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
| (1) | 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. | |
| (2) | Incorporated by reference from the exhibit included in the Company’s Current Report on Form 8-K filed with the SEC on November 3, 2025. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AWAYSIS CAPITAL, INC. | |
Date: February 17, 2026 |
/s/ Michael Singh |
| Michael Singh | |
| Co-Chief Executive Officer | |
| (Co-Principal Executive Officer) | |
Date: February 17, 2026 |
/s/ Andrew Trumbach |
| Andrew Trumbach | |
| Co-Chief Executive Officer and Chief Financial Officer | |
| (Co-Principal Executive Officer, Principal Financial and Accounting Officer) |
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FAQ
How did Awaysis Capital (AWCA) perform for the six months ended December 31, 2025?
What is Awaysis Capital’s cash position and working capital as of December 31, 2025?
How leveraged is Awaysis Capital (AWCA) and who provides most of its financing?
How many Awaysis Capital shares are outstanding and how has equity changed?
What is the status of Awaysis Capital’s Chial Mountain acquisition and related notes?
Did Awaysis Capital receive any new construction financing approvals?
Does Awaysis Capital face going concern issues according to this report?
