UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025

For the quarterly period ended March 31, 2025

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

For the transition period from ________ to _________

Commission File Number: 000-21477

AWAYSIS CAPITAL, INC.

(Exact name of registrant as specified in its charter)

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

3400 Lakeside Drive, Suite 100, Miramar, Florida 33027

(Address Including Zip Code of Registrant’s Principal Executive Offices)

(855) 795-3311

(Registrant’s Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Non-accelerated filer	☐	Smaller reporting company	☒

		Emerging growth company	☐

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

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

As of ~~May~~November 2919, 2025, there were ~~385~~384,~~053~~931,~~643~~394 shares of common stock, par value $0.01 per share, outstanding.

TABLE OF CONTENTS

Page PART I – FINANCIAL INFORMATION Item 1. Financial Statements 3 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19 Item 3. Quantitative and Qualitative Disclosures About Market Risk 24 Item 4. Controls and Procedures 24 PART II – OTHER INFORMATION Item 1. Legal Proceedings 24 Item 1A. Risk Factors 24 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 24 Item 3. Defaults Upon Senior Securities 25 Item 4. Mine Safety Disclosures 25 Item 5. Other Information 25 Item 6. Exhibits 25 Signatures 26

	Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures About Market Risk	23

Item 4. Controls and Procedures	24

PART II – OTHER INFORMATION
Item 1. Legal Proceedings	24
Item 1A. Risk Factors	24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3. Defaults Upon Senior Securities	25
Item 4. Mine Safety Disclosures	25
Item 5. Other Information	25
Item 6. Exhibits	25

Signatures	26

PART I

Item 1. Financial Statements

Awaysis Capital, Inc.

Consolidated Balance Sheet

	March 31, 2025			June 30, 2024
	September 30,2025			June 30, 2025
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash	$	~~133~~89,~~829~~032		$	~~745~~220,~~991~~909
Accounts receivable		128,598			4,284
Prepaid expenses		2,540			1,750
Prepaid expenses		1,750			2,931
Inventory		11,642,528			11,333,857
Inventory		10,716,644			10,594,936
Due from related parties		87,467			70,965
Due from related parties		55,405			-
Mortgage receivable		504,710			515,076
Mortgage notes receivable		511,284			-
Other current assets		26,094			21,058
Escrow deposits – real estate		211,498			-
Total current assets		12,352,371			12,163,615
Total current assets		11,759,008			11,348,142
Non-current assets
Fixed assets, net		5,~~250~~077,~~851~~662			~~853~~5,~~940~~116,264
Operating lease right-of-use asset		207,911			261,564
Operating lease right-of-use		170,568			189,401
Other non-current assets		1419,500			19,500
Total non-current assets		5,~~473~~267,~~262~~730			15,~~135~~325,~~004~~165
Total Assets	$	17,~~232~~620,~~270~~101		$	1217,~~483~~488,~~146~~780
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		~~296~~449,~~024~~686			98362,~~200~~688
Other current liabilities		~~533~~422,~~170~~485			75293,~~356~~307
Current portion of lease liability		90,190			89,003
Accrued expenses		299,274			233,556
Due to related parties	$	1,556,138			653,417
Current portion of lease liability		90,990			90,588
Other current liabilities	$	1,556,138			653,417
Due to related parties	$	2,319,237		$	1,855,948
Convertible note payable – related party		3,181,365			1,100,000
Other current liabilities	$	2,319,237		$	1,855,948
Line of credit payable – related party		2,987,785			-
Note payable – related parties		1,500,000			1,500,000
Notes payable		2,596,378			2,600,000
Convertible note payable – related parties		1,837,278			1,837,278
Total current liabilities	$	11,241,050		$	4,615,976
Line of credit – related parties		3,291,851			3,240,939
Operating lease liabilities		127,010			182,649
Notes payable		2,596,378			2,596,378
Total non-current liabilities		127,010			182,649
Total current liabilities		12,807,179			12,010,682
Total liabilities		11,368,060			4,798,625
Operating lease liabilities		88,029			107,749
Total non-current liabilities		88,029			107,749
Total liabilities		12,895,208			12,118,431
Stockholders’ equity:
Preferred stock - 25,000,000 shares authorized $0.01 par value none issued and outstanding at March 31, 2025 and June 30, 2024, respectively		-			-
Preferred stock - 25,000,000 shares authorized $0.01 par value none issued and outstanding at September 30, 2025 and June 30, 2025, respectively		-			-
Common stock – 1,000,000,000 shares authorized $0.01 par value; issued and outstanding common shares at March 31, 2025 and June 30, 2024 were 384,673,281 and 383,958,598, respectively		3,846,733			3,839,586
Common stock – 1,000,000,000 shares authorized $0.01 par value issued and outstanding common shares at September 30, 2025 and June 30, 2025 were 385,194,970 and 385,176,744, respectively		3,851,950			3,851,768
Common stock subscribed – $0.01 par value subscribed common shares at March 31, 2025 and June 30, 2024 were 943,000 and 943,000, respectively		9,430			9,430
Common stock subscribed – $0.01 par value subscribed common shares at September 30, 2025 and June 30, 2025 were 943,000 and 943,000, respectively		9,430			9,430
Additional paid-in capital		17,~~639~~789,~~289~~370			17,~~384~~783,~~873~~460
Accumulated deficit		(1415,~~688~~982,~~242~~857	)		(1215,~~606~~331,~~368~~309	)
Subscription receivable		(943,000	)		(943,000	)
Total stockholders’ equity		54,~~864~~724,~~210~~893			75,~~684~~370,~~521~~349
Total Liabilities and Stockholders’ Equity		17,232,270			12,483,146
Total Liabilities and Stockholders Equity		17,620,101			17,488,780

The accompanying notes are an integral part of these consolidated financial statements.

Awaysis Capital, Inc.

Consolidated Statements of Operations

(Unaudited)

	2025			2024			2025			2024
	September 30			September 30,
	For the Three Months Ended						~~For the Nine months Ended~~
	March 31,			March 31,			March 31,			March 31,
	September 30			September 30,
	2025			2024			~~2025~~			~~2024~~
Revenue	$	9295,~~808~~198		$	844,~~148~~119		$	~~275,453~~		$	~~42,048~~
Operating expenses
Sales and marketing		2632,~~340~~291			461,~~295~~916			~~148,661~~			~~32,331~~
General and administrative		~~614~~702,~~179~~375			2649,~~232,743~~071			~~2,121,010~~			~~6,398,714~~
Total operating expenses		~~640~~734,~~519~~666			2710,~~237,038~~987			~~2,269,671~~			~~6,431,045~~
Loss from operations		(~~547~~639,~~711~~468	)		(2666,~~228,890~~868	)		~~(1,994,218~~	)		~~(6,388,997~~	)
Other (income) expense
Other expense (income)
Other (income) expense		-			-			(4,660	)		-
Other income		(8,729	)		(5,848	)
Interest expense		2620,~~254~~809			-33,054			~~92,316~~			-
Total other expense		2612,~~254~~080			-27,206			~~87,656~~			-
Net loss before income taxes		(~~573~~651,~~965~~548	)		(2694,~~228,890~~074	)		~~(2,081,874~~	)		~~(6,388,997~~	)
Income taxes
Net Loss	$	(~~573~~651,~~965~~548	)	$	(2694,~~228,890~~074	)	$	~~(2,081,874~~	)	$	~~(6,388,997~~	)
Basic and diluted per common share amounts:
Basic and diluted net loss	$	(0.0100	)	$	(0.00	)	$	~~(0.01~~	)	$	~~(0.02~~	)
Weighted average number of common shares outstanding
(basic and diluted)		384,~~104~~901,~~200~~089			~~301~~352,~~987~~343,~~035~~609			~~373,393,204~~			~~133,157,743~~

The accompanying notes are an integral part of these consolidated financial statements.

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
			Common		Common					Additional						Total
Balance, June 30, 2025	$	386,119,744	$	3,851,768	$	9,430	$	(943,000	)	$	(17,783,460	)	$	(15,331,309	)	$	5,370,349
	Common Stock Shares		Stock Par Value		Stock Subscribed		Subscription Receivable			Paid-in Capital			Accumulated Deficit			Shareholders’ Equity
Shares issued for professional services		18,226		182		-		-			5,910			-			6,092
Balance, June 30, 2024		384,901,598	$	3,839,586	$	9,430	$	(943,000	)	$	18,484,873		$	(12,642,933	)	$	8,747,956
Net loss		-		-		-		-			-			(651,548	)		(651,548	)
Retrospective adjustment from adoption of ASU 2020-06		-		-		-		-			(1,100,000	)		-			(1,100,000	)
Balance, Sept 30, 2025	$	386,137,970	$	3,851,950	$	9,430	$	(943,000	)	$	17,789,370		$	(15,982,857	)	$	4,724,893
Net income adjustment due to adoption of ASU 2020-06		-		-		-		-			-			36,565			36,565
Balance, June 30, 2024	$	384,901,598		3,839,586	$	9,430	$	(943,000	)	$	17,384,873		$	(12,606,368	)	$	7,684,521
Adjusted Balance, June 30, 2024		384,901,598		3,839,586		9,430		(943,000	)		17,384,873			(12,606,368	)	$	7,684,521
Balance	$	384,901,598		3,839,586	$	9,430	$	(943,000	)	$	17,384,873		$	(12,606,368	)	$	7,684,521
Shares issued for professional services		37,456		375		-		-			15,296			-			15,~~671~~761
Net loss		-		-		-		-			-			(694,074	)		(694,074	)
Balance, September 30, 2024		384,939,054	$	3,839,961	$	9,430	$	(943,000	)	$	17,400,169		$	(13,300,442	)	$	7,006,118
Balance, Sept 30, 2024	$	384,939,054	$	3,839,961	$	9,430	$	(943,000	)	$	17,400,169		$	(13,300,442	)	$	7,006,116
Shares issued for professional services		296,049		2,960							184,420						187,380
Balance	$	384,939,054	$	3,839,961	$	9,430	$	(943,000	)	$	17,400,169		$	(13,300,442	)	$	7,006,116
Net loss		-		-		-		-			-			(813,835	)		(813,835	)
Balance, December 31, 2024		385,235,103	$	3,842,921	$	9,430	$	(943,000	)	$	17,584,589		$	(14,114,277	)	$	6,379,663
Shares issued		381,178		3,812		-		-			54,700			-			58,512
Net loss		-		-		-		-			-			(573,965	)		(573,965	)
Balance, March 31, 2025		385,616,281	$	3,846,733	$	9,430	$	(943,000	)	$	17,639,289		$	(14,688,242	)	$	5,864,210
Balance, June 30, 2023		253,170,053	$	2,522,271	$	9,430	$	(943,000	)		9,844,510		$	(5,549,457	)	$	5,883,754
Net loss		-		-		-		-			-			(3,531,828	)		(3,531,828	)
Balance, Sept 30, 2023		253,170,053	$	2,522,271	$	9,430	$	(943,000	)	$	9,844,510		$	(9,081,285	)	$	2,351,926
Shares issued at par $0.01		50,000,000		500,000		-		-			-			-			500,000
Shares issued		50,000,000		500,000		-		-			-			-			500,000
Shares issued for professional services		9,982		100		-		-			4,428			-			4,528
Net loss		-		-		-		-			-			(628,280	)		(628,280	)
Balance, December 31, 2023		303,180,035	$	3,022,371	$	9,430	$	(943,000	)	$	9,848,938		$	(9,709,565	)	$	2,228,174
Balance		303,180,035	$	3,022,371	$	9,430	$	(943,000	)	$	9,848,938		$	(9,709,565	)	$	2,228,174
Shares issued for professional services at par $0.01		50,000,000		500,000		-		-			-			-			500,000
Shares issued for professional services		50,000,000		500,000		-		-			-			-			500,000
Net loss		-		-		-		-			-			(2,228,890	)		(2,228,890	)
Balance, March 31, 2024		353,180,035	$	3,522,371	$	9,430	$	(943,000	)	$	9,848,938		$	(11,938,455	)	$	499,284
Balance		353,180,035	$	3,522,371	$	9,430	$	(943,000	)	$	9,848,938		$	(11,938,455	)	$	499,284

The accompanying notes are an integral part of these consolidated financial statements.

Awaysis Capital, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	March 31, 2025			March 31, 2024
	September 30, 2025			September 30, 2024
	For the Nine Months Ended
	For the Three months Ended
	March 31, 2025			March 31, 2024
	September 30, 2025			September 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2651,~~081,874~~548	)	$	(6694,~~388,997~~074	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	$	8038,~~157~~602			213,~~649~~206
Interest expense		3320,~~000~~809			-33,000
Stock based compensation	$	~~261~~6,~~563~~092			115,~~004,528~~670
Amortization of operating lease right-of-use	$	5318,~~653~~833			5017,~~130~~577
Changes in operating assets and liabilities:
(Increase) in accounts receivable	$	~~(124,314~~-	)		(~~118~~54,877	)
(Increase) in prepaid expenses	$	~~1,181~~(790	)		(51,~~842~~181	)
(Increase) decrease in inventory	$	(3263,~~556,651~~762	)		(8963,~~721~~373	)
(Increase) decrease in escrow deposit- real estate	$	(206,498	)		(5,000	)
(Increase) decrease in other current assets	$	(5,036	)		-
(Increase) decrease in mortgage receivable	$	~~(511~~10,~~284~~366	)		-
Increase (decrease) in due to related party	$	847,315			5,436,368
Increase (decrease) in due to related parties	$	446,787			292,134
Increase (decrease) in accounts payable	$	~~197~~86,~~825~~998			8630,~~351~~520
Increase (decrease) in other current liability	$	424,815			(29,695	)
Increase (decrease) in other current liabilities	$	129,178			16,459
(Decrease) in operating lease liabilities	$	(5419,~~453~~318	)		(4917,~~778~~671	)
Net cash provided (used) by operating activities	$	(4182,~~635,565~~789	)		10(410,~~875~~248	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in fixed assets	$	(1,042,125	)		-
Purchase of fixed assets	$	-			(101,376	)
Sale of fixed assets	$	-			1,849
Net cash used in investing activities	$	-			(101,376	)
Net cash used in investing activities	$	(1,042,125	)		1,849
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in related party notes payable	$	5,069,150			-
Increase in line of credit - related parties	$	50,912			-
Payment of note payable	$	(3,622	)		-
Net cash provided by financing activities	$	50,912			-
Net cash provided by financing activities	$	5,065,528			-
Net (decrease) in cash	$	(131,877	)		(511,624	)
Net (decrease) in cash	$	(612,162	)		12,724
Cash - beginning of year	$	220,909			745,991
Cash - beginning of year	$	745,991			79
Cash - end of year	$	89,032			234,367
Cash - end of year	$	133,829			12,803

Supplemental disclosures of cash flow information

Non-cash investing and financing activities:

For the three months ended September 30, 2025 the Company accrued for capitalized interest as part of inventory of $44,909 related to two convertible notes and a line of credit, which are all from a related parties. There was no cash paid for interest.

The accompanying notes are an integral part of these consolidated financial statements.

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 ~~real~~hospitality ~~estate~~and management ~~and hospitality~~ company focused on the acquisition, redevelopment, sales, and ~~managing~~management ~~rentals~~ of residential vacation -home communities in desirable global travel destinations. WeOur ~~seek~~strategy tocenters ~~create~~on ~~value~~identifying ~~through~~undervalued ~~the~~operating ~~targeting~~and shovel-ready residential or resort communities and creating value through targeted acquisition, development, ~~and~~ up-cycling, rebranding, and repositioning of ~~currently~~initiatives. ~~undervalued~~Through these ~~operating and shovel ready residential/resort communities in global travel destinations~~efforts, ~~with~~we ~~the~~intend ~~intention~~ to relaunch ~~these~~selected ~~assets~~properties under the unified “Awaysis” brand ~~with~~and ~~the~~establish ~~goals of creating~~ a network of integrated residential ~~and~~ -resort enclave communities ~~that~~across ~~will~~the ~~optimize~~Caribbean, ~~sales~~Europe, ~~management~~South America, and ~~rental~~the ~~revenues~~United ~~for~~States. ~~our~~We ~~company~~generate revenue from real estate sales, ~~while~~short ~~providing~~term ~~the~~booking ~~potential~~revenues, ~~for~~property ~~attractive~~and ~~returns to~~resort ~~owners~~management services, rental management commissions, and ~~exceptional~~maintenance ~~vacation~~services, and ~~experiences~~we torecognize ~~travelers~~revenue in accordance with ASC 606 as performance obligations are satisfied.

~~Increased~~Global ~~global~~shifts ~~trends~~toward ~~towards~~remote ~~“work~~and ~~from~~flexible ~~home”~~work ~~opportunities~~ have ~~impacted~~significantly ~~both~~influenced ~~residency~~ residential preferences and travel behavior. WeAn ~~believe~~increasing ~~that~~number of ~~more~~individuals ~~people~~ are seeking comfortable, ~~and~~amenity-rich ~~convenient~~destinations ~~places~~where tothey ~~travel~~can live, ~~visit~~work, and ~~live~~stay for extended ~~durations~~periods. We ~~seek~~aim to capitalize on these trends by transforming resort properties in desirable locations into ~~convenient~~self-contained ~~enclaves~~residential-resort ~~that facilitate~~enclaves, ~~this~~which ~~type~~we ~~of travel or residency. We~~ define ~~an enclave~~ as a gated ~~community~~communities that ~~has~~provide ~~all~~ the full suite of amenities ~~that~~necessary ~~will~~for ~~allow~~residents aand ~~person~~guests to live, work, and play without ~~having~~leaving ~~to leave~~ the ~~community~~property.

AtInitially, ~~least~~our ~~initially,~~focus weis ~~are~~on ~~seeking~~developing topartially ~~develop~~completed ~~resorts~~or ~~that~~previously ~~have~~undeveloped ~~not~~resort ~~been~~communities ~~completed~~that ~~nor~~lack ~~have~~ a significant ~~prior~~ operational history. As ~~such~~In these cases, we intend to ~~purchase~~acquire the underlying real estate ~~underlying~~assets ~~the~~and ~~planned~~complete development of the community. ~~and~~Depending ~~finish~~on the ~~development,~~property and ~~then~~market conditions, we ~~would~~may ~~either~~(i) sell the finished individual units to third-party buyers, inor ~~which~~(ii) ~~they~~retain ~~can~~ownership ~~then,~~of insome ~~their~~or ~~discretion~~all ~~from~~units and ~~time~~make tothem ~~time,~~available ~~put~~for ~~into~~short aterm ~~rental~~hotel/resort ~~pool~~stays. ~~that~~Units wesold ~~would manage,~~to orthird-party webuyers ~~would~~may ~~retain~~be ~~ownership~~used offor ~~the~~personal ~~finished~~occupancy ~~individual~~or ~~units~~for short ~~and~~term ~~put~~rental, ~~them~~at in the ~~rental~~owner’s ~~pool~~discretion, ~~that~~subject weto ~~would~~local ~~manage~~laws and regulations. InWe ~~addition, we~~intend ~~would~~to own, operate, and manage the common areas of each community, including ~~any areas devoted to~~ restaurants/, bars, pools, retail areas, spas, ~~and~~ fitness centers, ~~some~~coworking ofspaces, ~~which~~and weother amenities. We may ~~determine~~outsource tocertain ~~outsource~~operations 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 rental revenues generated by the units we do retain, and in such cases, will be a result of market forces from time to time. Any rental revenue we generate for a particular unit owned by a third party will be split between us and the owner of the unit, pursuant to the agreement between us, or will be entirely retained by us in the event the unit is owned by us.

~~All~~Owners ~~owners~~ of individual units ~~are~~may ~~given~~elect ~~the option~~ to rent ~~out~~ their units, subject to compliance with local laws. To ~~the~~For ~~extent~~example, in Belize, all short-term rental bookings must be processed through an ~~owner~~entity ofwith a ~~unit~~valid ~~wishes~~Belize tohotel ~~rent~~license. ~~the~~If ~~unit~~an owner engages us to ~~generate income,~~manage bookings of their unit, we ~~will have~~enter into an exclusive ~~rental~~booking or management agreement , either directly with the ~~individual~~owner ~~owners~~ or, ~~where~~through ~~applicable,~~a ~~the~~ homeowners’ association, setting ~~which~~forth ~~specifies~~applicable ~~the~~terms ~~commission~~and ~~split~~fees. ~~for~~We ~~rental~~perform ~~revenues. Each~~a ~~month,~~monthly wereconciliation ~~intend~~of tobooking ~~reconcile~~activity, ~~bookings~~fee allocations, and ~~commission~~amounts ~~allocations.~~due ~~Any~~to each ~~rental~~owner. ~~income~~Amounts ~~due~~owed to owners isare ~~segregated,~~reconciled ~~escrowed,~~ and ~~subsequently~~ distributed ~~to them~~ in accordance with the terms of ~~the~~their ~~rental~~respective ~~agreement~~agreements.

We ~~seek~~market tounits ~~own~~for sale or for short term bookings in jurisdictions where such offerings are permitted. To date, ~~grow~~we ~~and~~market ~~manage~~our aproperties through ~~stable~~our website (www.awaysisgroup.com), ~~cash~~online ~~generating~~multiple listing services, ~~diversified~~and ~~portfolio~~other oflicensed ~~single-family~~booking and ~~luxury~~distribution ~~resort/residence~~channels. ~~properties~~While our current properties are located in ~~the~~Belize, ~~Caribbean~~offerings, ~~Europe~~sales, ~~South~~and ~~America,~~related management arrangements may occur in both Belize and the United States, subject to compliance with applicable laws and regulations in each jurisdiction.

We ~~intend~~are toa ~~offer~~licensed ~~for~~real ~~sale,~~estate orcorporation asin ~~short~~the orState ~~long~~of ~~term~~Florida ~~rentals,~~and ~~the~~operate ~~finished units~~ in ~~any~~compliance ~~and~~with ~~all~~the ~~jurisdictions~~Florida ~~that~~Real ~~permit~~Estate ~~such~~Commission, ~~offers.~~which Toregulates ~~date,~~entities weengaged ~~are~~in ~~making~~real ~~such~~estate. ~~offers~~Our ~~through~~business ~~our~~is ~~website~~subject atto ~~www.awaysisgroup.com,~~an ~~on-line~~extensive ~~multiple~~range ~~listing~~of ~~services~~federal, ~~and~~state, ~~other~~local, ~~licensed direct~~and ~~booking~~foreign ~~channels.~~laws Weand regulations, ~~are~~which ~~not~~vary ~~presently~~depending ~~aware of any jurisdictional limits~~ on ~~the~~jurisdiction ~~offer~~and ofproperty ~~these~~type. ~~properties~~These ininclude ~~the~~requirements ~~jurisdictions we~~related ~~are targeting~~ to ~~offer~~zoning ~~our~~and ~~investors~~land ~~for~~use, ~~sale~~licensing, permitting, orregistrations, ~~rent.~~environmental ~~While~~and ~~our~~safety ~~current~~standards, ~~properties~~building ~~are~~and ~~located~~fire ~~in Belize~~codes, ~~the~~sanitation ~~offer~~protocols, and ~~sale~~staffing ofand ~~these~~employee-training ~~properties,~~requirements. asOur ~~well~~U.S. asoperations ~~the~~must ~~related~~also ~~management~~comply ~~arrangements,~~with ~~may~~the ~~take~~Americans ~~place~~with ~~both~~Disabilities inAct ~~Belize~~ and inother ~~the~~accessibility ~~United~~laws ~~States,~~applicable ~~subject~~ to ~~compliance~~ ~~with~~public ~~applicable laws and regulations in each jurisdiction~~accommodations.

WeAdditionally, ~~are~~our subsidiary is a licensed ~~real~~hotel ~~estate~~operator ~~corporation~~ in ~~the~~Belize ~~State of Florida~~ and ~~maintain~~comply ~~compliance~~ with the ~~Florida~~requirements ~~Real~~of ~~Estate Commission,~~ the ~~entity that~~Belize ~~regulates~~Tourism ~~companies~~Board ~~providing real estate services such as rentals, management,~~ and ~~sales.~~other ~~Additionally, our business is subject~~governmental ~~to federal, state, local and foreign laws, rules, and regulations that may vary depending on the geographical location and classification of our individual properties~~authorities. ~~Hospitality~~Our operations are ~~also~~governed ~~subject~~by ~~to compliance with~~ the ~~U.S.~~Belize ~~Americans~~Hotels ~~with~~and ~~Disabilities~~Tourist Accommodation Act and ~~other~~ ~~laws~~related ~~and~~ regulations ~~relating to accessibility~~, ~~and~~which ~~to laws, regulations and~~ establish standards infor ~~other~~hotel ~~areas such as zoning and land use,~~ licensing, ~~permitting~~facility ~~and registrations~~classifications, ~~safety~~operational compliance, ~~environmental~~reporting ~~and other property condition matters~~obligations, ~~staffing~~ and ~~employee~~ongoing ~~training, and~~regulatory ~~cleanliness/sanitation protocols~~oversight.

~~Our~~Through ~~business~~these ~~strategy~~combined ~~entails~~activities, ~~targeting~~property acquisition and ~~identifying~~development, ~~undervalued~~resort ~~assets~~operation inand ~~emerging~~management, ~~markets~~booking ~~located~~and inrental ~~proximity~~services, and adherence to ~~high~~multi-jurisdictional ~~demand~~regulatory ~~travel destinations.~~frameworks, ~~The~~we ~~Company~~aim ~~intends~~ to ~~focus~~develop ~~these~~and ~~efforts~~operate ona ~~shovel-ready~~scalable ~~properties~~portfolio ~~and/or~~of ~~other~~high-quality ~~assets~~residential-resort enclaves that wedeliver ~~believe~~exceptional ~~can~~hospitality beexperiences ~~used~~while ~~to optimize~~generating ~~sales~~diversified and ~~rental~~recurring ~~revenues~~revenue streams for the Company.

Acquisition of Chial Mountain

On December 31, 2024, Awaysis Belize ~~Ltd.~~Limited, (“Awaysis Belize”) a Belize corporation and wholly-owned subsidiary of the Company, ~~or Awaysis Belize, acquired~~ acquired all of the stock and substantially all of the assets of Chial Mountain ~~Ltd.~~Limited (“Chial Mountain” or “Chial Reserve”), a Belize corporation, ~~or Chial Mountain,~~ pursuant to the terms and conditions of an Agreement of Purchase and Sale, dated December 31, 2024 and effective December 20, 2024, between Chial Mountain and Awaysis Belize. Simultaneously, Awaysis Capital acquired 100% of the capital stock of Awaysis Belize ~~Ltd~~Limited.

Pursuant to the terms of the Asset Purchase Agreement, Awaysis Belize acquired all outstanding shares of Chial Mountain and concurrently acquired substantially all of the assets of Chial Mountain on an “as is, where is” basis, including, but not limited to: (i) all tangible and intangible property of Chial Mountain; and (ii) certain real property located in the Cayo District of Belize, aggregating over 63 acres (the “Chial Reserve Assets”). The Chial Reserve Assets include approximately 35 villas consisting of an estimated 59,000 square feet that are expected to be further developed and renovated by the Company as an “Awaysis” branded residential enclave community.

The aggregate estimated purchase price of the Chial Reserve Assets iswas $5,500,000, ~~subject~~which was subsequently adjusted to ~~potential~~approximately ~~adjustments~~$4,465,415 based on a third-party appraisal of the property consisting of: (i) $2,400,000 adjusted to $2,378,137 in cash paid at closing; (ii) a $1,500,000 ~~(as adjusted based on an appraisal of the property to be performed by the parties) secured~~ secured promissory note, dated December 21, 2024 and as amended on April 14, 2025, between the Company and Michael Singh, which bears no no interest and has a maturity date on the earlier of ~~July~~August 1531, 2025, or the up-listing of the Company to the NYSE American; and (iii) a a $1,600,000 senior convertible promissory note, dated December 20, 2024 adjusted to $587,278 to account for current approximate appraisal, between the Company and Michael Singh, ~~which~~as ~~bears~~amended, bearing interest at ~~a rate of~~ 3.5% per annum and ~~has~~maturing on August 31, 2025. On August 30, 2025, the Company was granted a waiver of the impending maturity date. Following the waiver, the parties agreed to work in good faith to negotiate subsequent amendments to the promissory notes. On October 28, 2025, the Company and Mr. Singh further amended the promissory notes to extend the maturity date to the earlier of ~~June~~November 30, 2025, or the up-listing of the Company to the NYSE American.

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

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

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

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

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

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

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

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

The Company’s principal executive office is located at 3400 Lakeside Drive, Suite 100, Miramar, FL 33027 and its main number is 855-795-3377. The Company’s website address is www.awaysisgroup.com~~. The information contained on, or that can be accessed through, our website is not incorporated by reference and is not a part of this Quarterly Report on Form 10-Q.~~

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 ~~accounting principles generally accepted in the United States of America (“~~GAAP”) and have been consistently applied. The Company has selected June 30 as its financial year end.

~~Principles~~Principals of Consolidation

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

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

~~The~~On ~~accompanying~~December ~~unaudited~~20, ~~interim~~2024, ~~reviewed~~the ~~financial~~Company ~~statements~~completed ~~have~~the ~~been~~acquisition ~~prepared~~of incertain ~~accordance~~assets ~~with~~of ~~GAAP~~Chial ~~for~~Mountain ~~interim~~Limited. ~~financial~~Upon ~~information~~ evaluation in accordance with ASC ~~Article~~805, 8Business ~~of Regulation S-X. In our opinion~~Combinations, ~~all~~management ~~adjustments~~determined ~~(consisting of normal recurring accruals) considered necessary for fair presentation have been included. While we believe~~ that the ~~disclosures~~acquired ~~presented~~set ~~herein~~of ~~are~~activities ~~adequate~~ and ~~not~~assets ~~misleading, these~~did ~~interim~~not ~~financial~~include ~~statements~~substantive processes ~~should~~and betherefore ~~read~~did innot ~~conjunction~~meet ~~with~~ the ~~Company’s~~definition ~~audited~~of ~~financial~~a ~~statements~~business. ~~and~~As ~~the footnotes thereto for the fiscal year ended June 30~~such, ~~2024 included in our Annual Report on Form 10-K for~~ the ~~fiscal~~transaction ~~year~~was ~~ended~~accounted ~~June 30, 2024 and filed on October 11, 2024. Operating results~~ for ~~the~~as ~~interim~~an ~~period~~asset ~~presented are not necessarily indicative of the results for the full year~~acquisition.

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

Purchase Price Allocation to Assets Acquired and Liabilities Assumes

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

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

The notes are secured by 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.

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 ~~purposes~~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 ~~guests~~guest ~~to its facilities~~ in advance of reservations in a restricted escrow account until the rescission period expires in accordance with U.S. state regulations.

Fair Value Measurements

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

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

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

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

Our financial accounts consist of ~~accounts receivable,~~ prepaid expenses, accounts payable, accounts payable due to related parties and ~~notes~~ note payable. The carrying amount of our ~~accounts receivable,~~ prepaid expenses, accounts payable, accounts payable - related ~~party~~parties and ~~notes~~ note payable –- related ~~party~~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.

Related Party Transactions

A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person’s immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. ~~See Note 8 and 9 below for details of related party transactions in the period presented.~~

Fixed Assets

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

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

Capitalization of Construction Costs Ceases after Substantial Completion

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

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

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 ~~excludes~~exclude lease incentives. Lease expense for lease payment is recognized on a straight-line basis over lease term.

As of ~~the~~September ~~quarter ended March 31~~30, 2025, we were party to an operating lease agreement which commenced during the fiscal year ended June 30, 2023. See Note 17 below for details of lessee leases.

See Note 10 below for details of lessee leases during the nine months ended March 31, 2025.

Beneficial Conversion Features

~~The~~SU ~~Company adopted ASU~~ 2020-06, ~~Debt~~simplifies –the ~~Debt~~accounting ~~with~~for ~~Conversion~~convertible ~~and~~instruments ~~options~~by ~~(subtopic~~eliminating ~~470-20),~~several ~~and~~separation ~~all~~models, ~~related~~including ~~amendments~~the onmodel ~~July~~that ~~1, 2025~~required onissuers ato ~~full~~separately ~~retrospective~~recognize ~~basis.~~beneficial ~~This~~conversion ~~new~~features ~~standard~~(“BCFs”) ~~removed~~and ~~guidance~~cash conversion features in equity. Under legacy ASC 470-20 ~~that~~guidance, ~~required~~a ~~separate~~BCF ~~accounting~~was ~~for~~recognized ~~beneficial~~when the conversion price of a convertible instrument was “in-the-money” at issuance, ~~features~~resulting in a separate equity component and ~~amended~~a ~~disclosure~~corresponding ~~requirements~~discount to the host debt instrument.

As the convertible loan was approved by the Board of Directors of the Company on June 26, 2024, the retrospective impact of this adoption effects the financials for the year ended June 30, 2024. The financial impact is removing the discount on the beneficial conversion feature and the related amortization from the liability and equity section of the financial statements for the year ended June 30, 2024.10

AsUpon adoption of ~~June~~ASU 302020-06, ~~2024,~~ the Company ~~accounted~~no ~~for~~longer ~~convertible~~applies ~~notes~~the ~~payable~~beneficial inconversion ~~accordance~~feature ~~with ASC 470-20~~model. AInstead, ~~beneficial~~all ~~conversion~~convertible ~~feature~~instruments isare aaccounted ~~non-detachable~~for ~~conversion~~as ~~feature~~a ~~that~~single isliability ~~“in~~or ~~the~~a ~~money”~~single atequity ~~the commitment date~~instrument, ~~which~~provided ~~requires~~that ~~recognition~~the ofembedded ~~interest expense~~features ~~for~~do ~~underlying~~not ~~debt~~require ~~instruments~~bifurcation as ~~and~~derivatives aunder ~~deemed~~ASC ~~dividend for underlying equity instruments~~815. AThe ~~conversion~~standard ~~option~~also isrevises in the ~~money if~~earnings-per-share ~~the~~(“EPS”) ~~effective~~guidance, ~~conversion~~requiring ~~price~~application ~~is lower than~~ of the ~~commitment~~if-converted ~~date~~method ~~fair~~for ~~value~~convertible ofinstruments aand ~~share~~eliminating ~~into~~the ~~which~~treasury-stock itmethod isfor ~~convertible~~certain instruments.

~~Foreign~~The ~~Currency~~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.

~~The~~Management ~~Company’s~~evaluated ~~reporting~~all ~~currency~~outstanding isconvertible ~~the~~notes ~~U.S. dollar. The Company determines the functional currency for each of its foreign subsidiaries by reviewing their operations~~ and ~~currencies~~determined ~~used~~that inno ~~their~~embedded ~~primary~~conversion ~~economic~~options ~~environments.~~required ~~Assets~~derivative ~~and~~classification ~~liabilities for foreign subsidiaries~~under ~~with~~ASC ~~functional~~815 ~~currency~~upon ~~other than U~~adoption.S. dollar are translated into U.S. dollars at the rate of exchange existing at the balance sheet date. Statements of operations amounts are translated at average exchange rates for the period. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Remeasurement gains and losses are included in other income (expense), net on the consolidated statements of operations. Monetary assets and liabilities are remeasured at the exchange rate on the balance sheet date and nonmonetary assets and liabilities are measured at historical exchange rates.

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 2.00 to USD 1.00.

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 ~~carry-backs~~carrybacks and ~~carry-forwards~~carryforwards. The Company periodically reviews the recoverability of deferred ~~tax~~ tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

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

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

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

Revenue Recognition

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

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it ~~fulfills~~fulfils its ~~obligations~~ 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. ~~The~~and ~~purpose~~homeowner of(“HOM’) ~~these~~maintenance services. isThese services are designed to attract and retain homeowners as ~~customers~~participants ofin the Company’s vacation rental platform. As ~~such~~part of this strategy, the Company enters into an exclusive rental management ~~contract~~agreements with each ~~homeowners~~Homeowners’ ~~associations it controls. Under the real estate brokerage services~~Association, ~~the~~if ~~Company~~any ~~assists~~or ~~home buyers and sellers in listing, marketing, selling and finding homes. Real estate commissions earned by~~ the ~~Company~~homeowner’s ~~real estate brokerage business are recorded as revenue at a point in time which is upon~~ ~~the~~directly ~~closing~~ of ~~a real estate transaction (i.e., purchase or sale of a home). The commissions~~ the ~~Company~~properties ~~pays~~it tocontrols real estate agents are recognized concurrently with associated revenues and presented as cost of revenue in the consolidated statements of operations. Under the homeowners’ association management services, the Company provides or would provide common area property management, community governance, and association accounting services to community and homeowner associations in exchange for a management fee and other incrementally billed servicesmanages. The services represent an individual performance obligation in which the Company has determined it is primarily responsible. Revenue is recognized over time as services are rendered for the management fee and incrementally billed services are recognized at a point in time.

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. ~~Under~~In addition, an allocation of depreciation and amortization is included in cost of goods sold. Under the specific identification method, if finished real estate inventory can be sold for a profit there is no basis to write down the inventory below the lower of cost or net realizable value.

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

Impairment Testing (ASC 330)

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

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

Financial Instruments

Fair Value of Financial Instruments - From inception, the Company adopted ASC 820, Fair Value Measurements and Disclosures, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

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

~~The carrying~~● ~~amounts~~Level of2: ~~financial~~Quoted ~~instruments~~prices ~~including~~for ~~cash,~~similar ~~accounts~~assets ~~payable,~~and liabilities in active markets; quoted prices for identical or similar assets and ~~notes~~liabilities ~~payable~~in ~~approximated~~markets ~~fair~~that ~~value~~are asnot ofactive; ~~March~~and ~~31, 2025~~model-derived ~~due~~valuations toin ~~the~~which ~~relatively~~all ~~short~~significant ~~maturity~~inputs ofand ~~the~~significant ~~respective~~value ~~instruments.~~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 Sept 30, 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.

Stock Based Compensation

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

Net Loss per Share Calculation

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

Recently Issued Accounting Pronouncements

As of ~~March~~September 3130, 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 ~~basis~~method. This new standard removed guidance in ASC 470-20 that required separate accounting for beneficial conversion features and amended disclosure requirements.

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

3. CASH

As of ~~March~~September 3130, 2025, our cash balance was $~~133~~89,~~829~~032 and as of June 30, ~~2024~~2025 our cash balance was $~~745~~220,~~991~~909.

4. ~~ACCOUNTS RECEIVABLE~~INVENTORY

As of ~~March~~September 3130, 2025, ~~and~~our ~~June~~balance ~~30,~~of ~~2024,~~inventory ~~the~~of ~~balance~~real ofestate ~~accounts~~under ~~receivable~~construction was $~~128~~11,~~598~~642,528 and ~~$4,284,~~as ~~respectively~~of June 30, ~~and~~2025 ~~related~~the ~~primarily~~balance towas ~~rents owed by tenants~~$11,333,857.

5. ~~INVENTORY~~FIXED ASSETS

AsThe ofcarrying ~~March~~basis ~~31,~~and ~~2025,~~accumulated ~~our~~depreciation ~~balance~~ of ~~inventory~~fixed ofassets ~~real~~at ~~estate~~September ~~under construction was $10~~30,~~716,644~~ 2025 and asat of June 30, ~~2024~~2025 ~~the~~is ~~balance~~as ~~was $10,594,936.~~follows:

6. FIXED ASSETS

The carrying basis and accumulated depreciation of fixed assets at March 31, 2025 and at June 30, 2024 is as follows:

SCHEDULE OF FIXED ASSETS

		March 31,			June 30,
		September 30,			June 30,
	Useful Lives	2025			~~2024~~2025
Property placed into service	40 years	$	4,~~770~~515,905		$	~~856~~4,~~491~~515,905
Building improvements	15 years		~~102~~256,~~186~~105			-256,105
Site developments	40 years		408,558			-408,558
Vehicles	5 years		38,125			-38,125
Computer and equipment	5 years		21,517			-21,517
Furniture and fixtures	7 years		16,067			1516,~~017~~067
Software	3 years		6,536			6,536
Total fixed assets, gross	3 years		6,536			6,536
Less depreciation and amortization			(~~113~~185,~~043~~151	)		(32146,~~886~~549	)
Total fixed assets, net		$	5,~~250~~077,~~851~~662			~~853~~5,~~940~~116,264

The Company recorded depreciation and amortization expense of ~~approximately~~ $8038,~~157~~602 for the ~~nine~~quarter ~~months~~ ended ~~March~~September 3130, 2025, and $32113,~~886~~ 663 for the year ended June 30, ~~2024~~2025, respectively.

76. MORTGAGE NOTES RECEIVABLE

As of ~~March~~September 3130, 2025, and June 30, ~~2024~~2025, the balance of Mortgage Notes Receivable was $~~511~~504,~~284~~710 and ~~-0-~~515,076, respectively. The company ~~currently~~ currently holds three Mortgage Receivable Notes issued in connection with developer-financed Villas at Chial Mountain Reserve. The Notes are recorded at amortized cost, with interest income recognized using the effective rate method. These notes are due on demand and as such are classified as current assets.

Terms of the Notes:

Principal Amounts: $499,933

Interest rates: 7% per annum

Payment Terms: 10 Years. The Notes require monthly payments of principal and interest, commencing on the purchase date and continuing until the balance is fully paid.

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

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.

~~8. ACCOUNTS~~● ~~PAYABLE~~Interest Income: Interest is accrued and recognized in the income statement over the term of the Note in accordance with the effective interest rate.

~~As of~~● ~~March~~Credit ~~31,~~Losses: ~~2025~~There ~~and~~is ~~June~~no ~~30,~~credit ~~2024,~~losses ~~the~~or ~~balance~~allowance ofsince ~~accounts~~title ~~payable~~remain ~~was~~with ~~$296,024~~the ~~and~~company ~~$98,200,~~until ~~respectively,~~the ~~and~~Notes ~~related~~are ~~primarily~~paid ~~to expenses~~in ~~relating to professional services, construction, SEC filings, outstanding legal expenses and share transfer expenses~~full.

97. ~~OTHER~~INCOME ~~CURRENT~~TAXES ~~LIABILITIES~~– DEFERRED TAX ASSET

~~Other~~Income ~~current~~Tax liabilities consist of a hospitality tax payable, a security deposit liability, accrued expenses related to payroll and interest, and Chial Reserve Escrow Deposit payables and Chial Reserve homeowners’ maintenance fees. The balance of other current liabilities as of March 31, 2025, and June 30, 2024 was $533,170 and $75,356, respectively,Expense

AsFor ~~of March 31, 2025~~ the ~~balance~~three ~~consisted~~months ofended ~~Chial’s~~September ~~escrow deposit payable of $250~~30,~~000 related~~ ~~to a deposit made in connection with the sale and purchase agreement of a villa and surrounding property~~2025, ~~accrued interest of $136,250, payroll for non-related parties of $115,911, security deposit liabilities of $17,700, Chial’s homeowners maintenance fees of $7,527, hospitality tax of $1,863,~~ and ~~business~~ ~~tax~~the ~~payable~~fiscal ofyear ~~$3,946. As~~ended of June 30, ~~2024~~2025, the ~~balance~~Company ~~consisted~~recorded ofno ~~payroll~~current ~~for~~or ~~non-related~~deferred ~~parties of $62,197~~income ~~and accrued interest of $11,000, security deposit liability of $1,700, and hospitality~~ tax ~~of $459~~expense.

As of September 30, 2025, the Company had net operating loss (“NOL”) carryforwards of approximately $14,368,692, which are available to offset future taxable income, subject to applicable limitations under the Internal Revenue Code, including the change of ownership limitations of IRC Section 382. The related gross deferred tax asset is approximately $3,017,425, calculated using a U.S. federal tax rate of 21%.

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 September 30, 2025.

~~10.~~The ~~DUE~~Company TOwill ~~RELATED~~continue ~~PARTIES~~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.

AsValuation ofAllowance ~~March~~Roll 31, 2025 and June 30, 2024, the balance due to related parties was $7,725,288 and $1,753,417, respectively, and related to both costs paid on behalf of the Company and funding to the Company by Harthorne Capital, Inc. (“Harthorne”), an affiliate of the Company and other related party members. The balance due to related parties during the nine months ended March 31, 2025, also includes all salary and payroll accrual for the Company’s development and administration teams.forward

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

Component	September 30, 2025
Net operating loss carryforwards (NOLs)	$	14,368,692

Gross deferred tax asset @ 21%	$	3,017,425
Less: Valuation allowance	$	(3,017,425	)
Net deferred tax asset recognized	$	0

On8. ~~December~~OTHER ~~20, 2024, the Company executed a convertible note payable to Michael Singh for the purchase of the stocks of Awaysis Belize LTD in the amount of $2,081,365, subject to a true~~NON-up ofCURRENT ~~the purchase price~~ASSETS

AsOther ofnon-current ~~June~~assets ~~30,~~consist ~~2024,~~of ~~the~~escrow ~~Company~~deposit ~~accounted~~– ~~for~~real ~~convertible~~estate ~~notes~~and ~~payable~~security ~~in accordance with ASC 470-20~~deposit. AThe ~~beneficial~~balance ~~conversion~~of ~~feature is~~other a non-~~detachable~~current ~~conversion~~assets ~~feature~~as ~~that~~of September is30, ~~“in~~2025, ~~the~~and ~~money”~~June at30, ~~the~~2025 ~~commitment~~was ~~date~~$19,500 ~~which~~and ~~requires~~$19,500, ~~recognition~~respectively. As of ~~interest expense~~September ~~for~~30, ~~underlying~~2025 ~~debt instruments~~ and aJune ~~deemed~~30,2025, ~~dividend for underlying equity instruments. A conversion option is in~~ the ~~money~~balance consisted ifof ~~the~~security ~~effective~~deposit ~~conversion~~of ~~price~~$14,500, isand ~~lower~~an ~~than~~escrow ~~the~~deposit- ~~commitment~~real ~~date~~estate ~~fair value~~ of ~~a share into which it is convertible~~$5,000.

As9. ofACCOUNTS June 30, 2024 and per ASU 470-20, the excess of the fair value of the convertible note was $2,016,667 and the discount in the amount of $1,100,000 was amortized over a 1-year period with a maturity date of June 19, 2025.PAYABLE

As of ~~June~~September 30, ~~2024,~~2025 ~~the~~and ~~net~~June ~~balance~~30, ~~of Notes – related party was $36~~2025,~~565.~~ ~~The~~the ~~net~~ balance ~~consisted~~ of ~~the~~accounts ~~principle~~payable ofwas ~~the note of~~ $1449,~~100,000~~686 and ~~the discount on the beneficial conversion feature of~~ $(1362,~~100~~688,~~000).~~ ~~This~~respectively, ~~discount~~and ~~was~~related ~~amortized on a straight-line basis~~primarily ~~over~~to ~~the~~expenses ~~life~~for ofprofessional ~~the~~services, ~~note.~~construction, ~~The~~SEC ~~amortization~~filings, ofoutstanding ~~the~~legal ~~discount~~expenses ~~(recorded~~and asshare ~~interest~~transfer ~~expense) was $36,565~~expenses.

~~As of July 1, 2024, the Company is required to adopt ASU 2020-06, Debt – Debt with Conversion and options (subtopic 470-20), and all related amendments on July 1, 2024 on a full retrospective basis~~10. ~~This new standard removed guidance in ASC 470-20 that required separate~~ ~~accounting~~OTHER ~~for~~CURRENT beneficial conversion features and amended disclosure requirements. Per the new guidance, the convertible debt can be accounted for as a single liability unit and eliminates the beneficial conversion feature.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 September 30, 2025, and June 30,2025 was $422,485 and $293,307, respectively.

As of September 30, 2025 the balance consisted of Chial’s escrow deposit payable of $250,000 related to a deposit made in connection with the sale and purchase agreement of a villa and surrounding property, payroll for non-related parties of $140,951, security deposit liabilities of $16,000, due to non-related parties of $13,607, hospitality tax of $1,928.

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

11. ACCRUED EXPENSES

As of September 30, 2025, and June 30, 2025, the balance of accrued expense was $299,274 and $233,556, respectively, and related to accrued interest and audit fees.

12. DUE TO RELATED PARTIES

As of September 30, 2025 and June 30, 2025, the balance due to related parties was $2,319,237 and $1,855,948, respectively, and related to both costs paid on behalf of the Company and funding to the Company by Harthorne Capital, Inc. (“Harthorne”), an affiliate of the Company and other related party members. The balance due to related parties as of September 30, 2025, includes all salary and payroll accrual for the Company’s development and administration teams.

On June 26, 2024, the Board approved a $1.1 million convertible bridge loan to the Company by Harthorne. See details on the convertible bridge loan in Note 14 – Convertible Notes Payable – Related Parties.

13. NOTES PAYABLE – RELATED PARTIES

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

14. CONVERTIBLE NOTES PAYABLE – RELATED PARTIES

As of September 30, 2025, and June 30, 2025, the balance of convertible notes payable – related parties was $1,837,278, and $1,837,278, respectively.

On June 26, 2024, the Board approved a $1.1 million convertible bridge loan to the Company by Harthorne, bearing an annual interest rate of 12%. The note was originally due on June 19, 2025, unless sooner paid in full or converted in accordance with the terms of conversion at $0.30 per share. On September 16, 2025, the maturity date of this note was extended to November 30, 2025.

AsOn ~~the~~December ~~convertible~~20, ~~loan~~2024, ~~was approved by~~ the ~~Board~~Company onexecuted ~~June~~a ~~26,~~convertible ~~2024,~~note ~~the~~payable ~~retrospective~~to ~~impact~~Michael ofSingh, ~~this~~Co-Chief ~~adoption~~Executive ~~effects~~Officer ~~the~~and ~~financials~~significant ~~only~~shareholder, for the ~~year~~purchase ~~ended~~of ~~June~~the ~~30,~~stocks ~~2024.~~of ~~The~~Awaysis ~~financial~~Belize ~~impact~~Limited isand ~~removing~~Chial ~~the~~Mountain ~~discount~~Limited onin the ~~beneficial~~amount ~~conversion~~originally ~~feature~~stated ~~and~~at ~~the~~$1,600,000 ~~related~~subject ~~amortization~~to ~~from~~true ~~the~~up ~~liability and equity section~~ of the ~~financial~~purchase ~~statements~~price ~~for~~in ~~the~~subsequent ~~year ended June 30, 2024~~period. This ~~accounted~~note ~~for~~carries ~~an increase~~interest inat ~~the~~3.5% ~~liabilities~~and byis ~~$1,063,435~~also ~~related~~subject to the ~~Discount~~valuation ontrue-up. On ~~beneficial~~October ~~conversion~~28, ~~of $1~~2025,~~100,000~~ ~~feature and~~ the ~~related~~Company ~~amortization of~~amended ~~$36,565,~~the anmaturity ~~increase~~date to ~~retained earnings beginning balance related to~~ the ~~interest~~earlier ~~expense from the amortization~~ of ~~the~~November ~~discount on~~30, ~~beneficial conversion feature of $36~~2025,~~565,~~ ~~and~~or athe ~~decrease~~up tolisting ~~equity~~ of ~~$1,100,000~~the ~~related~~Company to ~~additional paid in capital beneficial~~the ~~conversion~~NYSE ~~feature~~American.

~~After~~On May 21, 2025, the ~~adoption~~Company ofentered ~~ASU~~into ~~2020~~a Convertible Promissory Note with Andrew Trumbach, the Company’s Co-06CEO and CFO as the lender, which memorialized a $150,000 loan and loan terms. The amount borrowed was provided by Dr. Trumbach to the ~~balance~~Company ofon April 10, 2025. Interest on the ~~convertible~~loan ~~note~~is 12% per annum, payable, with the principal and all fees, costs and expenses then due under the note, on October 10, 2025. The note is $1convertible into the common stock of the Company,~~100~~ in whole or in part,~~000~~ asat the option of ~~March~~Dr. 31Trumbach at any time prior to its maturity date, ~~2025~~at an exercise price per share of $0.16. The Company is using the proceeds from the loan for working capital and ~~June~~general corporate purposes. On October 10, 2025, the maturity date of the note was extended to November 30, ~~2024~~2025.

~~SCHEDULE~~15. LINE OF ~~RESTATED~~CREDIT ~~BALANCE~~PAYABLE ~~SHEET~~– RELATED PARTIES

Balance Sheet
	Balance Sheet at			Adoption of
	June 30, 2024			ASU 2020-06			Restated
	(Audited)			Adjustments			Balance Sheet
Convertible note payable - related party, net of discount		36,565			1,063,435			1,100,000
Total current liabilities		3,552,541			1,063,435			4,615,976
Total liabilities		3,735,190			1,063,435			4,798,625
Additional paid in capital		18,484,873			(1,100,000	)		17,384,873
Accumulated deficit		(12,642,933	)		36,565			(12,606,368	)
Total stockholders’ equity		8,747,956			(1,063,435	)		7,684,521
Total liabilities and stockholders’ equity		12,483,146			0			12,483,146
Income Statement
Interest Expense		47,565			36,565			11,000
Net loss		(7,093,476	)		36,565			(7,056,911	)

Between December 20, 2024, and September 30, 2025, the Company borrowed an aggregate of $3,291,851, evidenced by a Secured Promissory Note, dated December 1, 2024, and as amended on April 22, 2025, under a planned committed Line of Credit with BOS Investment Inc. to borrow up to an aggregate of $5,000,000. BOS is an affiliate of Michael Singh, the Company’s Co-CEO. The Company used a portion of the proceeds from the loan for the acquisition of an additional operating property in Belize and expects to use additional proceeds for other targeted acquisitions, and to further develop the Company’s Awaysis Casamora Assets. The Line of Credit has an outstanding principal balance of $3,291,851 at September 30, 2025, and bears interest at 3.5 percent per annum.

~~12.~~On ~~LINE~~April OF22, ~~CREDIT~~2025, ~~PAYABLE~~the –parties ~~RELATED~~entered ~~PARTY~~into an amendment to the Secured Promissory Note, to provide that principal and interest shall be due on June 1, 2025.

~~Between~~On ~~November~~August ~~15, 2024 and March~~ 31, 2025, the ~~Company~~parties ~~borrowed~~entered into an ~~aggregate~~amendment ofto ~~$2,987,785,~~the ~~evidenced by a~~ Secured Promissory Note, ~~dated December 1, 2024, under a planned committed line of credit with BOS Investment Inc.~~ to ~~borrow~~provide upthat toprincipal ~~an aggregate of $5,000,000. BOS is an affiliate of Michael Singh, the Company’s Chairman~~ and ~~Co-CEO.~~interest ~~The~~shall ~~Company used a portion of the proceeds from the loan for~~be ~~the~~due ~~acquisition~~November ~~of Awaysis Belize LTD~~30, ~~another affiliate of Mr~~2025. ~~Singh, and expects to use additional proceeds for other targeted acquisitions, and to further develop the Company’s Awaysis Casamora Assets.~~

~~Interest~~The onnote ~~the~~is ~~note~~secured ~~portion~~by a priority lien on substantially all of the ~~loan~~assets isof ~~3.5%~~Awaysis ~~per~~Belize ~~annum~~Limited ~~(subject~~and tocontains ~~late~~customary ~~payment~~events ~~penalties).~~of Ondefault, which ~~April~~entitle 22BOS, ~~2025~~among other things, to accelerate the ~~parties~~due ~~entered~~date ~~into~~of anthe unpaid principal and accrued and unpaid interest of the note. ~~amendment~~Additional todefinitive documentation regarding the ~~Secured~~line ~~Promissory~~of ~~Note,~~credit tohas ~~provide~~not ~~that~~yet ~~principal~~been ~~and~~negotiated ~~interest~~or ~~shall~~entered into. However, the Company expects the note will be ~~due~~rolled oninto ~~June~~the 1,definitive ~~2025~~documents relating to the full line of credit once finalized and executed.

The note is secured by a first priority lien on substantially all of the assets of Awaysis Belize LTD 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 note16. ~~Additional~~NOTES ~~definitive~~PAYABLE documentation regarding the line of credit has not yet been negotiated or entered into. However, the Company expects the note will be rolled into the definitive documents relating to the full line of credit once finalized and executed.

~~13.~~The ~~NOTES~~Company ~~PAYABLE~~has notes payable as of September 30, 2025, and June 30, 2025 in the amount of approximately $2,596,378 and $2,596,378, respectively.

~~The~~On ~~Company~~June ~~has~~30, ~~notes~~2022, ~~payable~~the asCompany ofpurchased ~~March~~from 31a non-related party, ~~2025~~real ~~and~~estate ~~June~~asset 30appraised at $11,409,500 ~~2024~~and inexecuted ~~the~~two ~~amount~~unsecured demand promissory notes bearing annual interest rates of ~~approximately~~0%. The first is $2,~~596~~600,~~378~~000 and the second was in the amount of $2280,~~600,~~000. This second note was subsequently fully paid on August 8, ~~respectively~~2022.

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

1417. OPERATING LEASES - LESSEE

The Company ~~has~~leases anoffice ~~operating~~space ~~lease~~under ~~for~~a ~~office~~non-cancelable ~~space,~~operating lease with a term of 5five years. AsThe oflease ~~March~~provides ~~31,~~the ~~2025,~~Company with the right ~~Company~~to ~~did~~use ~~not~~the ~~have~~underlying ~~any~~office ~~additional~~facility in exchange for fixed lease payments over the lease term. The lease is accounted for in accordance ~~material~~with ASC 842, Leases, and the related right-of-use (“ROU”) asset and operating ~~leases~~lease ~~that~~liability ~~were~~are ~~entered~~recognized ~~into,~~on ~~but~~the ~~not~~consolidated balance ~~yet~~sheets ~~commenced~~at the present value of future lease payments.

~~The~~As ~~maturity~~of ~~schedule~~September of30, ~~future~~2025, ~~minimum~~the ~~lease~~Company ~~payments~~did ~~under~~not have any additional operating leases ~~and~~that ~~the~~had ~~reconciliation~~been toexecuted ~~the~~but ~~operating~~were ~~lease~~not ~~liabilities~~yet ~~reported~~commenced. No onother ~~the~~significant ~~Consolidated~~new ~~Balance~~lease ~~Sheets~~obligations, ~~was~~modifications, asor ~~follows:~~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:

	March 31,
	September 30,
	2025
Remaining three months ending June 30, 2025	$	22,315
Remaining nine months ending June 30, 2026	$	68,140
2026		90,588
2027		92,220
Thereafter		31,113
Total operating lease payments		~~236~~191,~~236~~473
Present value adjustment		(1912,~~037~~454	)
Total operating lease liabilities	$	~~217~~179,~~199~~019

As of ~~March~~September 3130, 2025, the total operating lease liability amount of $~~217~~179,~~199~~019 consists of current and long-term portion of operating ~~lease~~ lease liabilities of $90,~~190~~990 and $~~127~~88,~~010,~~029 respectively.

Operating lease costs were $6521,~~888~~963 and $87,~~851~~850.64 for the ~~nine~~three months ended ~~March~~September 3130, 2025 and the year ended June 30, ~~2024~~2025, respectively.

The following table summarizes the weighted-average remaining lease term and weighted-average discount rate related to the Company’s operating leases as of ~~March~~September 3130, ~~2025~~2024:

	March 31,
	September 30,
	2025
Weighted-average remaining lease term, years		2.61
Weighted-average discount rate, %		7.0	%

1518. COMMITMENTS & CONTINGENCIES

Legal Proceedings

WeThe ~~were~~Company was not subject to any legal proceedings during the ~~nine~~three months ended ~~March~~September 3130, 2025,. ~~and,~~To to the best of ~~our~~ 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 ~~nine~~three months ended ~~March~~September 3130, 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.

1619. STOCKHOLDERS’ EQUITY

Preferred Stock

As of ~~March~~September 3130, 2025, we were authorized to issue 25,000,000 shares of preferred stock with a par value of $0.01.

No shares of preferred stock were issued and outstanding during the ~~nine~~three months ended ~~March~~September 3130, 2025 or the year ended June 30, ~~2024~~2025.

Common Stock

As of ~~March~~September 3130, 2025, we were authorized to issue 1,000,000,000 shares of common stock with a par value ~~per share~~ of $0.01, of which ~~384~~385,~~673~~194,~~281~~970 shares of common stock were issued and outstanding and 943,000 shares of common stock were subscribed, contractually obligated and committed to be issued but not yet issued.

During the ~~three~~3 ~~and nine~~ months ended ~~March~~September 3130, ~~2025~~205, the Company ~~accounted~~issued ~~for the issuance of 381~~18,~~178~~226 common shares in the amount of $586,~~512 and~~092 ~~714,683~~for ~~common shares in~~ the ~~amount~~payment of ~~$261,563, respectively~~professional services.

As of ~~March~~September 3130, 2025, the Company has entered into subscription agreements with investors in a private offering, for 943,000 shares, at at a price per share of $1.00 for $943,000, and has a subscription receivable in the Consolidated Balance Sheet.

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

~~The~~Stock-based ~~Company~~compensation ~~has~~of ~~the~~$248,518 ~~following~~was ~~potentially dilutive debt or equity instruments which were~~ issued orfor ~~outstanding~~services during the ~~nine~~fiscal ~~months~~year ended ~~March~~ 31June 30, 2025, orand ~~for~~is included in the ~~year~~General ~~ended~~and ~~June~~Administrative expenses ~~30,~~in ~~2024:~~the Consolidated Statements of Operations.

●	On June 26, 2024, the Board approved a $1.1 million convertible bridge loan to the Company by Harthorne, bearing an annual interest rate of 12%. The note is due June 19, 2025, unless sooner paid in full or converted in accordance with the terms of conversion at $0.30 per share.
●	On December 20, 2024, the Company executed a convertible note payable to Michael Singh for the purchase of the stock of Awaysis Belize LTD in the amount of $2,081,365 subject to a true-up of the purchase price.

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 $6,939,330 into an aggregate of 28,142,306 shares of common stock. The issuance of such shares was effected subsequent to June 30, 2024.

The Company has ~~not~~the ~~declared~~following orpotentially ~~paid~~dilutive ~~any~~debt ~~dividends~~ or ~~returned~~equity ~~any~~instruments ~~capital~~which towere ~~common~~issued ~~stock~~or ~~shareholders~~outstanding as of ~~March~~September 3130, 2025, or for the year ended June 30, ~~2024.~~2025:

●

On June 26, 2024, the Board approved a $1.1 million convertible bridge loan to the Company by Harthorne, bearing an annual interest rate of 12%. The note was originally due on June 19, 2025, unless sooner paid in full or converted in accordance with the terms of conversion at $0.30 per share. On September 16. 2025 this note has been extended to November 30, 2025.

●

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

●

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

The Company has not declared or paid any dividends or returned any capital to common stock shareholders as of September 30, 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

No warrants were issued or outstanding during the three months ended September 30, 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 19,977,931 of the Company’s Common Stock. No stock options under the Plan were issued or outstanding during the ~~nine~~three months ended ~~March~~September 3130, 2025 or for the ~~year~~ year ended June 30, ~~2024~~2025.

On February 13, 2023, the Company awarded to certain of its executive officers, options to purchase an aggregate of 22,500,000 shares of the Company’s stock at an exercise price per share equal to the fair market value of the Company’s common stock on the date of the grant, $0.32 per share; all of which are currently exercisable and outstanding as of March 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 zero.

17. SUBSEQUENT EVENTS

The Company evaluated subsequent events after March 31, 2025, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined the following subsequent event is required to be disclosed:

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

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

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

20. SUBSEQUENT EVENTS

We evaluated subsequent events occurring after September 30, 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 September 30, 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 Promissory Notes

On October 28, 2025, the Company amended the maturity date of the following promissory notes to the earlier of November 30, 2025, or the up listing of the Company to the NYSE American:

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

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

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

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

Other than the matters described above and in the other notes to these financial statements, the Company has determined that there were no additional subsequent events requiring recognition or disclosure in the accompanying consolidated financial statements.

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, ~~2024~~2025, filed with the Securities and Exchange Commission on ~~October~~November 1114, ~~2024~~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.

InConsidering ~~light of~~ these risks and uncertainties, and especially given the nature of our existing and proposed business, there can be no assurance that the forward-looking statements contained in this section and elsewhere in this Quarterly Report on Form 10-Q will in fact occur. ~~Potential~~ 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 ~~rentals~~bookings and rentals, of residential vacation home communities in desirable travel destinations. We seek to create value through the targeting and acquisition, development, and up-cycling, rebranding, and repositioning of currently undervalued operating and shovel ready residential/resort communities in global travel destinations, with the intention to relaunch these assets under the “Awaysis” brand with the goals of creating a network of residential and resort enclave communities in the Caribbean, Europe, South America and the United States, that will optimize sales, ~~management~~hospitality, and ~~rental~~management revenues for our company, while providing the potential for ~~attractive~~home ~~returns~~owners to ~~owners~~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 a significant prior operational history. As such, we intend to purchase the real estate underlying the planned community and finish the development, then, wedepending on the property, we would either sell the finished individual units to buyers, inor ~~which~~we ~~they~~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, ~~put~~book ~~into~~for athird ~~rental~~party ~~pool~~short- ~~that~~or welong-term ~~would manage~~stays, oreither wemanaged ~~would~~by ~~retain~~us ~~ownership~~or ofthrough ~~the~~other arrangements ~~finished individual units and put them~~ in ~~the~~compliance ~~rental~~with ~~pool~~local ~~that we would manage~~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 ~~rental~~ revenues generated by the units we do retain, and in such cases, will be a result of market forces from time to time. Any ~~rental~~ revenue we generate ~~for~~from a particular unit owned by a third party ~~will~~who opts beto ~~split~~retain ~~between~~ us ~~and~~to ~~the~~manage ~~owner~~bookings of ~~the~~ their unit, ~~pursuant~~will tobe ~~the~~split ~~agreement~~ between us, orand ~~will~~the beindividual ~~entirely~~owner ~~retained~~of ~~by us in~~ the ~~event~~unit, ~~the~~pursuant ~~unit~~to isa ~~owned~~separate agreement bybetween us.

~~All~~Third-party owners of units ~~are~~have ~~given~~ the option to ~~rent~~make ~~out~~ their units~~. To~~ ~~the~~available ~~extent~~for anshort-term ~~owner~~rental, ofsubject ato ~~unit~~applicable ~~wishes~~local tolaws ~~rent~~and ~~the~~regulations. In ~~unit~~jurisdictions tosuch ~~generate income~~as Belize, weall ~~will have~~short-term anrental ~~exclusive~~bookings ~~rental~~must ~~agreement with~~be ~~the~~processed ~~individual~~through ~~owners~~an ~~or,~~entity ~~where~~that ~~applicable,~~holds ~~the~~a ~~homeowners~~valid ~~association~~Belize hotel license. Accordingly, ~~which~~owners ~~specifies~~who ~~the~~choose ~~commission~~to ~~split~~engage the Company for rental ~~revenues. Each~~management ~~month,~~services weenter ~~intend~~into toan ~~reconcile~~exclusive ~~bookings~~rental ~~and~~management ~~commission~~agreement with ~~allocations.~~our ~~Any~~licensed ~~rental~~operating ~~income~~subsidiary ~~due~~or, towhere ~~owners~~applicable, iswith ~~segregated,~~the ~~escrowed,~~homeowner’s ~~and subsequently~~association ~~distributed~~that togoverns ~~them~~the inproperty. ~~accordance~~These agreements ~~with~~define the ~~terms~~scope of services and specify the ~~rental~~management ~~agreement~~and booking fees payable to the Company.

WeThe ~~seek~~Company toreconciles ~~own~~bookings, ~~grow~~fees, and ~~manage~~allocations for each property owner on a ~~stable,~~monthly ~~cash~~basis. ~~generating,~~Rental ~~diversified~~income ~~portfolio~~collected on behalf of ~~single-family~~owners is segregated and ~~luxury~~tracked ~~resort/residence~~by ~~properties~~ individual unit. Amounts due to owners are subsequently remitted in accordance with the ~~Caribbean~~terms of their agreements, after ~~Europe~~deducting applicable management fees, ~~South~~commissions, ~~America~~taxes, and ~~the~~other ~~United~~agreed-upon ~~States~~charges.

WeThese ~~intend~~property tomanagement ~~offer for sale, or as short or long term rentals, the finished units in any~~ and ~~all~~booking ~~jurisdictions~~arrangements ~~that~~represent ~~permit~~a ~~such~~core ~~offers. To~~component ~~date,~~of ~~we are making such offers through~~ our ~~website~~business ~~at www.awaysisgroup.com~~model, ~~on-line~~supporting ~~multiple listing services, and other licensed direct booking channels. We are not presently aware of any jurisdictional limits on~~ the ~~offer~~scalability of ~~these properties in the jurisdictions we are targeting to offer~~ our ~~investors for sale or rent. While our current properties are located in Belize, the offer and sale of these~~platform ~~properties, as well as the related management arrangements, may take place both in Belize~~ and inenhancing ~~the~~our ~~United~~ability ~~States, subject~~ to ~~compliance with~~aggregate ~~applicable~~inventory ~~laws~~across ~~and~~the ~~regulations~~markets in ~~each~~which ~~jurisdiction~~we operate.

We intend to offer for sale, or for short-term rental, the finished units in any jurisdiction that permits such activities. To date, we have marketed and offered these units through our website at www.awaysisgroup.com, through online multiple listing services, and through other licensed direct booking and distribution channels.

We are not currently aware of any jurisdictional restrictions that would prohibit the offer, marketing, or rental of these properties in the jurisdictions we are targeting. While our existing properties are located in Belize, the offer and sale of these properties—and the related rental and management arrangements—may occur in both Belize and the United States, provided that all such activities are conducted in compliance with the applicable real estate, consumer protection, securities, and hospitality regulations in each relevant jurisdiction.

We expect to expand our inventory of units and our marketing footprint over time, and we will continue to monitor and comply with the legal and regulatory requirements governing the offer, sale, and rental of real estate assets in all jurisdictions in which we operate or intend to operate.

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

~~Our~~Additionally, ~~business~~our ~~strategy~~operating ~~entails~~subsidiary ~~targeting~~is ~~and~~a ~~identifying~~licensed ~~undervalued~~hotel ~~assets~~operator in ~~emerging~~Belize ~~markets~~and ~~located~~maintain incompliance ~~proximity~~with toapplicable ~~high~~laws ~~demand~~and ~~travel~~regulations administered ~~destinations~~by the Belize Tourism Board and other relevant governmental authorities. ~~The~~Our ~~Company~~operations ~~intends~~are subject to ~~focus~~the ~~these~~requirements ~~efforts~~of onthe ~~shovel-ready~~Belize Hotels ~~properties~~ and~~/or~~ ~~other~~Tourist ~~assets~~Accommodation ~~that~~Act weand ~~believe~~related ~~can~~regulations, bewhich ~~used~~govern ~~to optimize~~the ~~sales~~licensing, classification, and ~~rental~~operation ~~revenues~~of hospitality establishments throughout the country.

1920

~~Revenues~~Revenue Streams

Our business model is expected to encompass a ~~diverse~~diversified ~~range~~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~~: Selling developed resort inventory, which includes condominiums, single-family homes, and villas, to support our overall growth strategy~~. ● Management Services: Providing comprehensive management services for branded resorts through agreements with homeowners’ associations (HOAs), ensuring seamless operations and a high standard of service. ● Short-Term Rentals: Managing short-term rental operations for both sold and unsold inventory at the resorts we own or manage, offering high-quality accommodations and experiences for vacationers and travelers.

We ~~believe~~expect ~~these~~to generate revenue ~~streams~~through ~~will~~the ~~collectively~~sale of developed resort inventory, including condominiums and villas. These real estate sales support our ~~growth~~broader ~~strategy~~development, capital recycling, and ~~position~~growth usstrategy asto aexpand ~~unique~~our ~~player~~inventory inof ~~the~~units ~~resort~~available ~~and~~to ~~hospitality market~~rent.

As-Management ~~of March 31, 2025, our revenue consists primarily of monthly rental income of villas and commission from the rental of real property.~~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 September 30, 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 ~~expenses~~costs, ~~which~~including ~~may include~~ share-based compensation, for employees ~~engaged~~involved in ~~sales,~~the marketing, promotion, and support of our products and services,. These expenses also include advertising, promotional ~~and~~activities, digital marketing initiatives, public relations, ~~expenses~~ brand development, and ~~management~~related administrative and ~~administration~~management costs ~~expenses~~incurred into support ofour sales and marketing functions.

General and Administrative Expenses

Our general and administrative ~~costs~~expenses ~~include~~consist of payroll, employee benefits, and other personnel-related costs, ~~which~~including ~~include~~ share-based compensation, associated with our administrative, finance, legal, and corporate support ~~staff,~~functions. asThese ~~well~~expenses asalso include legal and accounting ~~costs~~ 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.

Results of Operations

~~We commenced~~The ~~activities~~following discussion and ~~started~~analysis of tothe ~~incur~~Company’s ~~material~~results ~~costs~~of operations should be read in conjunction with the ~~fiscal~~accompanying ~~year~~unaudited ~~ended~~financial ~~June~~statements ~~30,~~and ~~2022,~~related notes asincluded aelsewhere ~~result~~in ofthis ~~our~~Report. ~~change~~This indiscussion ~~control transaction~~contains inforward-looking ~~November~~statements ~~2021~~that involve risks and ~~commencement~~uncertainties. The Company’s actual results could differ materially from those anticipated in ~~February~~these ~~2022~~forward-looking ofstatements ~~our~~as ~~business~~a ~~strategy~~result of ~~acquiring~~various factors, ~~developing,~~including those discussed under “Risk Factors” and ~~managing~~elsewhere ~~residential~~in this Report. The Company’s results of operations ~~vacation~~for ~~home~~interim ~~communities~~periods inare ~~desirable~~not ~~travel~~necessarily ~~destinations.~~indicative ~~Our~~of ~~business~~the ~~strategy~~results ~~continued~~that ~~throughout~~may be expected for the full fiscal year ~~ended~~or ~~June~~for ~~30,~~any future period. ~~2024~~Unless otherwise indicated, ~~showing~~all ~~substantial~~references ~~growth~~to infiscal ~~operating~~periods ~~expenses~~refer into ~~preparation~~the ~~for~~fiscal ~~expected~~periods ~~future~~of ~~growth~~Awaysis inCapital, ~~revenue~~Inc.

WeThe Company commenced material operating ~~have~~activities ~~incurred~~during ~~recurring~~the ~~losses~~fiscal toyear ~~date.~~ended ~~Our~~June ~~financial~~30, ~~statements~~2022, ~~have~~following ~~been~~the ~~prepared~~November ~~assuming~~2021 ~~that~~change wein ~~will~~control ~~continue~~and asthe aFebruary ~~going~~2022 ~~concern~~launch of its ~~and~~business strategy to acquire, ~~accordingly~~develop, doand ~~not~~manage ~~include~~residential ~~adjustments~~vacation ~~relating~~home tocommunities in desirable travel destinations. This strategy continued throughout the ~~recoverability~~fiscal ~~and~~year ~~realization~~ended ofJune ~~assets~~30, 2025 and ~~classification~~the ofthree ~~liabilities~~months ended September 30, 2025, during which the Company incurred ~~that~~increased ~~might~~operating beexpenses ~~necessary~~consistent ~~should~~with wethe beexpansion ~~unable~~of todevelopment ~~continue~~activities, inproperty ~~operation~~improvements, and hospitality operations.

WeThe Company has incurred recurring net ~~expect~~losses wesince ~~will~~inception ~~require~~and ~~additional~~has ~~capital~~not toyet ~~meet~~generated ~~our~~revenues ~~long-term~~sufficient ~~operating~~to ~~requirements~~fully support ongoing operations. WeManagement ~~expect~~expects that additional capital will be required to ~~raise~~fund ~~additional~~development ~~capital~~activities, ~~through~~expand hospitality operations, and support working capital needs. Potential sources ~~among~~of ~~other~~liquidity ~~things,~~include the ~~sale~~issuance of equity orsecurities, debt ~~securities~~financing, structured project-level financing, or other strategic arrangements. Although Wemanagement ~~recently~~believes ~~commenced~~these ~~rentals~~forms of afinancing ~~few~~may ~~“rental~~be ~~ready”~~available, ~~units~~there ~~and~~can be no assurance that such financing will be obtained ~~expect~~on ~~increasing~~terms ~~sales~~acceptable to ~~also~~the ~~generate~~Company ~~cash~~or ~~flow~~at ~~for~~the ~~working~~time ~~capital~~required.

~~Three~~The Company has recently commenced rental ~~Months~~operations ~~Ended~~and ~~March~~is ~~31,~~leasing ~~2025~~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 ~~Compared~~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 ~~March~~the 31Company’s hospitality and booking revenues as development and integration activities advance. However, ~~2024~~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.

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. Controlling shareholders and affiliated entities have historically provided financial support and have indicated their willingness to continue such support. 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 conversions 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.

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.

Successful execution of these initiatives is expected to improve liquidity, enhance equity capitalization, and support the Company’s operating and development activities.

Three Months Ended September 30, 2025, as Compared to September 30, 2024

Revenues

We recognized revenue of $9295,~~808~~198 and $844,~~148~~119 - during the three months ended ~~March~~September 3130, 2025, and 2024, respectively. Revenue generated ~~during~~ during the three months ended ~~March~~September 3130, 2025, ~~consisted~~consists primarily of consists primarily of monthly ~~rental~~booking income ~~and~~of ~~commissions~~villas, ~~from~~management fee ~~short~~income, ~~term~~rental ~~property~~income ~~rentals~~and maintenance income. Revenue generated during the three months ended ~~March~~September 3130, 2024 ~~also~~ consisted of monthly rental income and commissions from short term property rentals. The increase in revenue from the three months ended ~~March~~September 3130, 2024 to 2025 was a result of ~~having~~increased ~~units~~booking ~~available~~and ~~for~~rental ~~rent~~revenues, inmanagement ~~2025~~fee ~~that~~income ~~were~~related ~~not~~to ~~available in~~ the ~~prior~~ ~~year~~completion ~~period~~of ~~and~~two ~~the~~buildings ~~additional~~at ~~rental~~Casamora and ~~income from~~ the ~~recent~~acquisition ~~purchase~~ of Chial ~~Reserve~~Mountain Limited.

Sales and Marketing Expenses

During the three months ended ~~March~~September 3130, 2025 and 2024, we incurred sales and marketing expenses of ~~$26~~32,~~340~~291 and $461,~~295~~916, 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 ~~increase~~majority of the decrease in sales and marketing expenses from the three months ended September ~~March 31~~30, 2024 to 2025 is due to anthe ~~increased~~timing ~~focus~~of onhiring a marketing ~~expenses~~firm asduring ~~units~~the ~~become~~three ~~available~~months ~~for~~ended ~~rent~~September 30, 2024 to generate interest in our properties and investment opportunities.

General and Administrative Expenses

During the three months ended March 31, 2025 and 2024, we incurred general and administrative expenses of $614,179 and $2,232,743, 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 March 31, 2024 to 2025 mostly relates to a salary bonus granted as of March 31, 2024, offset by increased expenses related to professional fees.

Operating Loss

During the three months ended March 31, 2025 and 2024, we recognized operating losses of $(547,711) and $(2,228,890), respectively. These losses were primarily attributable to the Company transitioning from being a shell company to an operating company under its current management and brand along with the deployment of its sales, marketing, and acquisition initiatives. The decrease in operating loss from the three months ended March 31, 2024 to 2025 was a result of increased revenue from units being available for rent, and a salary bonus accounted for in prior year not yet assessed for current year, offset by increased expenses related to professional fees and Sales and Marketing expenses, and other details as described in this section.

Other Income (Expenses)

During the three months ended March 31, 2025 and 2024, we incurred net other expense of $26,254 and $0, respectively, consisting of interest expense of $26,254,

Net Loss

During the three months ended March 31, 2025 and 2024, we recognized net losses of $(573,965) and $(2,228,890), respectively. These losses were primarily attributable to accounting, marketing, legal, payroll and employee benefits, filing fees and transfer agent fees to sustaining the corporate existence of the Company and public company related expenses, and the continued transitioning from being a shell company to an operating company. The decrease in net loss from the three months ended March 31, 2024 to 2025 was a result of increased revenue from units being available for rent, and a salary bonus accounted for in prior year not yet assessed for current year, offset by increased expenses related to professional fees and Sales and Marketing expenses, and other details as described in this section.

Nine months Ended March 31, 2025, as Compared to March 31, 2024

Revenues

During the nine months ended March 31, 2025 and 2024, we recognized revenue of $275,453 and $42,048, respectively. Revenue generated during the nine months ended March 31, 2025 consisted of monthly rental income and commissions from short term property rentals. Revenue generated during the nine months ended March 31, 2024 also consisted of monthly rental income from property rentals. The increase in revenue from the nine months ended September 2024 to 2025 was a result of having units available for rent in 2025 that were not available in the prior year period and the addition of Chial Reserve rental income.

Sales and Marketing Expenses

During the nine months ended March 31, 2025 and 2024, we incurred sales and marketing expenses of $148,661 and $32,331, 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 increase in sales and marketing expenses from the nine months ended March 31, 2024 to 2025 is due to an increased focus on marketing expenses as construction is completed and units become available for rent.

General and Administrative Expenses

During the ~~nine~~three months ended ~~March~~September 3130, 2025 and 2024, we incurred general and administrative expenses of $2702,~~121,010~~375 and $6649,~~398~~071,~~714,~~ 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~~increase in general and administrative expenses from the ~~nine months~~three months ended ~~March~~September 3130, 2024 to 2025 mostly relates to ~~bonuses~~increased ofpayroll ~~over~~and ~~$2.6~~management ~~million paid during the nine months ended March 31~~expenses, ~~2024~~and ~~that~~depreciation ~~were~~expense associated ~~not~~with ~~included during~~ the ~~nine~~acquisition ~~months~~of ~~ended~~Chial ~~March~~Mountain ~~31, 2025~~Limited.

Operating ~~Loss~~Results

During the ~~nine~~three months ended ~~March~~September 3130, 2025, and 2024, we recognized operating losses of $(1639,~~994,218~~468) and $(6666,~~388,997~~868), respectively. These ~~losses~~ losses were primarily ~~attributable~~driven toby ~~the~~operating ~~Company~~expenses ~~transitioning~~incurred ~~from~~as ~~being~~we acontinued ~~shell company~~ to anscale ~~operating~~our ~~company~~hospitality operations under ~~its~~the ~~current~~Awaysis ~~management~~brand and ~~brand~~advanced ~~along~~preparations with the deployment of its sales, marketing, and acquisition initiatives. The decrease in operating loss from the nine months ended March 31, 2024 to 2025 was a result of increased revenue from units being available for ~~rent, and~~ a ~~salary~~registered ~~bonus~~offering ~~accounted for~~of inour ~~prior year not yet assessed for current year, offset by increased expenses related to professional fees and Sales and Marketing expenses, and other details as described in this section~~securities.

The decrease in operating loss from the prior year period was primarily attributable to:

●		Increased revenue generated from the addition of rental and management income related to the Chial Mountain properties; and
●		A decrease in marketing expenses, reflecting the timing of engaging a third-party marketing firm in the current period.

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 ~~nine~~three months ended ~~March~~September 3130, 2025 and 2024, we incurred ~~net~~ other income and expense of $8712,~~656~~080 and $027,206, respectively, consisting of mortgage interest ~~expense~~ ofincome ~~$92~~and foreign exchange gains,~~316~~ offset by ~~other income of~~ foreign exchange ~~gains~~losses and interest ~~earned of $4,660~~expense.

Net Loss

During the ~~nine~~three months ended ~~March~~September 3130, 2025 and 2024, we recognized net losses of $(2651,~~081,874~~548) and $(6694,~~388,997~~074), respectively. These losses were primarily attributable to accounting, marketing, legal, ~~payroll and employee benefits,~~ filing fees and transfer agent fees required to ~~sustaining the~~sustain our corporate existence , ofcomply ~~the~~with ~~Company and~~ public company ~~related~~reporting ~~expenses,~~obligations and ~~the~~support our continued ~~transitioning~~transition from being a shell company to into an operating ~~company. The decrease in net loss from the nine months ended March 31, 2024 to 2025 was a result of increased revenue~~ from units being available for rent, and a salary bonus accounted for in prior year not yet assessed for current year, offset by increased expenses related to professional fees and Sales and Marketing expenses, and other details as described in this sectionbusiness.

~~Liquidity~~The decrease in net loss from the three months ended September 30, 2024 to 2025 was principally driven by increased revenue generated from the addition of Chial Mountain Limited and ~~Capital~~related ~~Resources~~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.

AsCapital ofRequirements ~~March 31, 2025, we had cash of $133,829~~ and ~~had~~Sources ~~a positive working capital~~ of ~~$517,958,~~Liquidity which was mainly from the issuance of shares for real estate inventory, the sale of shares from our private placement of common stock, and loans and lines of credit totaling approximately $6,169,000 to the Company from an affiliate. We have sufficient cash or commitments for funding to satisfy our basic operations for at least 12 months, and expect the anticipated additional cost of development of our first properties to come from the $5 million line of credit commitment, and of which through the filing date of this Quarterly Report on Form 10-Q we borrowed an aggregate of approximately $3,000,000. We will need to raise additional cash to satisfy our medium and long-term requirements.

~~Historically,~~As anof ~~affiliate~~September ~~shareholder~~30, ~~has~~2025, ~~advanced funds on our behalf as~~ we ~~have~~had ~~required~~cash ~~for~~of ~~the Company to become~~$89,032 and ~~remain,~~negative aworking ~~fully~~capital ~~reporting public~~of ~~company while seeking to create value for shareholders~~$454,808. The ~~shareholder~~working ~~has~~capital ~~indicated~~deficit ~~its~~was ~~intention~~primarily ~~to continue to do so and on~~driven ~~June 24, 2024 loaned $1,100,000 to the Company; provided, however, that such intentions do not represent a binding commitment~~ by ~~the affiliate~~(i) ~~shareholder and there is no guarantee that it will be able to provide the funding necessary to achieve this objective. To date, the affiliate shareholder has advanced~~ an ~~aggregate~~increase ofin ~~approximately~~receivables ~~$205,810~~related ~~on behalf of the Company~~ to ~~cover~~mortgage ~~certain~~receivable ofactivity ~~the Company’s expenses~~ and ~~loaned~~inventory anconstruction ~~additional $1~~costs,~~100,000~~ ~~for~~and ~~bridge~~(ii) ~~financing.~~the Aaddition ~~different entity, which is an affiliate~~ of ~~one of our Co-CEOs, is~~ ~~the~~convertible ~~lender~~notes ~~under~~and ~~our~~a ~~$5 million~~ line of credit ~~commitment.~~with ~~The~~BOS ~~affiliate is also the lender under two promissory notes~~Investments, ~~in the aggregate principal amount of $3~~Inc.1 million, we issued as partial payment for the Chial Reserve assets. Additionally, our Co-CEO and CFO recently loaned $150,000 to us for working capital, which was evidenced by a convertible promissory note.

~~Raising~~We ~~debt~~believe orwe ~~equity~~have ~~funding~~sufficient ~~for~~cash ~~small~~on ~~publicly quoted~~hand, ~~penny~~together ~~stock~~with ~~companies~~existing isfunding ~~extremely~~commitments, ~~challenging.~~to Wemeet ~~can~~our ~~provide~~basic nooperational ~~assurance~~needs ~~that~~for ~~funding will~~at ~~be available in~~ least the ~~amounts~~next it12 ~~needs~~months. orWe onexpect ~~terms~~that ~~acceptable~~the toanticipated ~~it,~~development ifcosts atassociated ~~all.~~with Ifour weinitial ~~are~~properties ~~not~~will ~~able~~be tofunded ~~secure~~through ~~adequate additional acquisition~~a ~~and~~combination ~~construction~~of ~~capital~~pre-sales, ~~when~~investor itsubscriptions, ~~becomes needed~~advances, weor ~~may~~loans befrom ~~required to make reductions in~~ our ~~acquisition~~principal ~~strategy~~shareholders, ~~and/or~~rather ~~suspend~~than orthrough our current ~~curtail~~cash ~~planned~~balances. ~~acquisitions~~We ~~and~~will, ~~developments.~~however, ~~Any~~need ofto ~~these~~raise ~~actions~~additional ~~could~~capital ~~materially~~to ~~harm~~meet our ~~existing~~long-term operating and ~~planned~~development ~~business~~requirements.

~~Our~~Historically, ~~plan~~an ~~for~~affiliate ~~satisfying~~shareholder ~~our~~has ~~cash~~advanced ~~requirements~~funds ~~and~~ to ~~remain~~support ~~operational beyond the next 12 months or to further expand~~ our ~~asset base is through the generation of rental revenues~~operations, ~~sale~~including ofcosts ~~shares~~associated ofwith ~~our capital stock to third parties~~becoming, and ~~advances~~remaining, ~~from~~a ~~our affiliate shareholder~~fully orreporting ~~other~~public ~~affiliates.~~company ~~While~~while we ~~are~~work ~~seeking~~ to ~~raise~~build uplong-term toshareholder ~~$10~~value. ~~million~~This ~~through~~shareholder ~~the~~have ~~sale~~indicated ofan ~~our~~intention ~~common~~to ~~stock~~continue providing orfinancial ~~through~~support; ~~other offerings of securities~~however, ~~we cannot assure you we will be successful in raising any or all of~~ such ~~capital~~intentions ~~and~~do innot ~~meeting~~constitute ~~our~~a ~~working~~binding ~~capital needs. Since November 23~~commitment, ~~2021, we raised an aggregate of $1,918,000 in our private placement,~~ and wethere ~~can~~is ~~give~~ no assurance that ~~we will be successful in raising~~ the ~~remaining funds being sought, including 943,000 shares of common stock that were subscribed, contractually~~shareholders ~~obligated~~will ~~and committed to~~ be ~~issued~~able but have not yet been issued pending payment therefor. We have also issued shares of our common stock in lieu of cash to cover compensation obligations to our executives. The capital raises from issuances of equity securities or ~~other~~ ~~issuances~~willing ~~has resulted in and could result in additional dilution~~ to ~~our~~provide ~~shareholders.~~all Infunding ~~addition,~~required to ~~the~~meet ~~extent we determine to incur indebtedness,~~ our ~~incurrence of debt could result in debt service obligations and operating and financing covenants that would restrict our operations~~objectives.

As of September 30, 2025, this affiliate shareholder has advanced and received a net of approximately $103,640 on our behalf to cover certain Company expenses and has provided $1,100,000 in bridge financing to support our operations.

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 September 30, 2025, we have raised an aggregate of $14,568,000 in our 325 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.

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

	Nine months ended
	Three months ended
	March 31,
	September 30,
	2025			2024
Cash used in operating activities	$	(4182,~~635,565~~789	)	$	10(410,~~875~~248	)
Cash provided by investing activities	$	~~(1,042,125~~-	)	$	1(101,~~849~~376	)
Cash provided by financing activities	$	550,~~065,528~~912		$	-
Change in cash	$	(~~612~~131,~~162~~877	)	$	12(511,~~724~~624	)

Cash Flows from Operating Activities

Net cash flows used in operating activities were $(4182,~~635,565~~789) and $10(411,~~875~~248) for the ~~nine~~three months ended ~~March~~September 3130, 2025 and 2024, respectively. ~~The~~Net ~~net~~ cash used in ~~operations~~operating activities primarily consisted of ~~the~~ selling, marketing, and general ~~and~~operating ~~administrative~~ expenses, ~~that~~as ~~resulted~~well as increased ~~from~~spending ~~the~~on ~~company~~inventory-related ~~recently~~costs ~~going~~incurred ~~operational,~~to ~~transferring~~prepare ofproperties ~~inventory~~for ~~assets~~sale toor ~~assets~~rental. ~~placed~~The reduction in ~~service~~operating ascash ~~the~~outflows ~~units~~year-over-year reflects ~~become~~improved ~~available for~~revenue ~~rent,~~generation and ~~issuance~~lower ofmarketing ~~stock~~expenditures, ~~for~~partially ~~services~~offset ~~provided~~by ongoing operational investments as we continue to scale our hospitality and ~~payroll~~real estate activities.

Cash Flows from Investing Activities

During the ~~nine~~three months ended ~~March~~September 3130, 2025, and 2024, net cash ~~flow~~flows used ~~for~~in investing activities ~~was~~were $~~(1,042,125)~~0 and $1(101,~~849~~376), respectively. ~~This consisted of payments for building improvements related to assets that have been placed in service and the purchase of Chial Reserve Assets.~~

Cash Flows from Financing Activities

For the ~~nine~~three months ended ~~March~~September 3130, 2025, and 2024, net cash ~~from~~provided by financing activities was $550,~~065,528~~912 and $0, respectively. The increase in financing cash inflows for the 2025 period reflects additional funding received to support our operational and development activities.

~~This~~We ~~consisted~~remain ofdependent on the ~~line~~receipt of ~~credit~~capital ~~from~~contributions, ~~BOS~~debt ~~investments~~financing, ofand ~~$2,987,784~~other funding sources to support ongoing construction activities and ~~convertible~~to ~~loan~~execute ~~related~~our ~~party~~business ofplan. ~~$2,081,365~~We rely on our controlling shareholders to provide continued financial support and aaccess ~~payment~~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 aof ~~note~~operations, ~~payable~~continue development of $3our properties,~~622~~ or advance our strategic initiatives.

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

Critical Accounting Policies

The ~~Company~~preparation ~~applies~~of ~~judgment~~our ~~and~~consolidated ~~estimates~~financial ~~that~~statements ~~may~~in ~~have~~conformity ~~material~~with ~~effect~~U.S. ingenerally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the ~~eventual~~reported ~~outcome~~amounts of assets, liabilities, revenues, ~~and~~ expenses, and ~~accounts~~related ~~receivable,~~disclosures. ~~inventory~~These estimates and ~~goodwill.~~judgments ~~The~~may ~~following~~have ~~explains~~a ~~the~~material ~~basis~~impact on our financial condition, results of operations, and cash ~~the~~flows. ~~procedure~~Areas ~~where~~requiring significant judgment ~~and~~include, ~~estimates~~but are ~~applied~~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.

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).

23Revenue 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.

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 ~~Co-~~Chief Executive Officers and ~~Chief~~ Chief Financial Officer to allow timely decisions regarding required disclosure.

As of ~~March~~September 3130, 2025, the ~~Co-~~Chief Executive ~~Officer~~Officers and Chief Financial Officer carried out an assessment, of the effectiveness of the design and operation of our then existing disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). As of the date of this assessment, the ~~Co-~~Chief Executive ~~Officer~~Officers and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of ~~March~~September 3130, 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 ~~Company’s~~late ~~recent~~filing ~~and~~of ~~continued failure to timely file~~ certain ~~forms or~~ reports ~~under~~with the Securities ~~Act of 1933~~ and ~~the Securities~~ Exchange ~~Act of 1934~~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’s 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, ~~2024~~2025 ~~or our previously~~ filed ~~Quarterly Reports~~ on ~~Form~~November ~~10-Q~~14, 2025.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

In ~~January~~August ~~and March~~ 2025, the Company issued an aggregate of ~~370~~61,~~451~~957 shares of its common stock toas ~~investors~~consideration infor ~~private~~services rendered. ~~placement~~Of ~~transactions.~~this, In(a) ~~addition~~57,307 ~~the~~shares ~~Company~~were ~~agreed~~issued ~~to issue~~as ~~10,727~~consideration ~~shares~~for ofservices ~~its~~rendered ~~common~~during ~~stock~~the asfiscal ~~payment~~year ended June 30, 2025 and that were accounted for ~~professional~~in ~~services~~such prior period, ~~which~~and ~~have~~(b) ~~not~~4,650 ~~been~~shares were issued as ofconsideration ~~the~~for ~~date~~services ofrendered ~~this~~during ~~Quarterly~~the quarter ~~Report~~ended onSeptember ~~Form~~30, ~~10-Q.~~2025 ~~The~~and ~~Company~~that ~~believes~~were ~~that~~accounted ~~the~~for ~~foregoing~~in ~~issuances~~such ~~are~~period. ~~exempt~~The ~~from~~securities ~~registration~~were ~~under~~issued ~~the~~in ~~Securities~~private ~~Act~~transactions ofin ~~1933,~~reliance upon asan ~~amended,~~exemption infrom ~~reliance~~registration onpursuant to Section 4(a)(2) ~~thereof and/or Rule 506(b)~~ of ~~Regulation~~the DSecurities ~~promulgated thereunder~~Act, as transactions not involving a 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.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the ~~nine~~three months ended ~~March~~September 3130, 2025, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 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 ~~its~~ Articles of Incorporation (1)
3.4		By-Laws (1)
10.1		Second Amendment to Secured Promissory Note, executed June 30, 2025, between Awaysis Capital, Inc. and BOS Investments Belize, Inc. (2)
10.2		Third Amendment to Secured Promissory Note, executed July 31, 2025, between Awaysis Capital, Inc. and BOS Investments Belize, Inc. (3)
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 ~~Annual~~Amendment ~~Report~~No. on1 ~~Form~~to ~~10-K/A~~the ~~filed~~Annual ~~with~~Report for the ~~SEC~~fiscal onyear ~~April~~ended 22June 30, ~~2025~~2024.

(2)

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

(3)

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

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: May 30, 2025	/s/ Michael Singh
Date: November 19, 2025	/s/ Michael Singh
	Michael Singh
	Co-Chief Executive Officer
	(Co-Principal Executive Officer)
Date: May 30, 2025	/s/ Andrew Trumbach
Date: November 19, 2025	/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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