Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 March 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission File Number: 000-21477

AWAYSIS CAPITAL, INC.

(Exact name of registrant as specified in its charter)

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

3400 Lakeside Drive, Suite 100, Miramar, Florida 33027

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

(855) 795-3311

(Registrant’s Telephone Number, Including Area Code)

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

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

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 15, 2024, there were 352,237,035 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	15
Item 3. Quantitative and Qualitative Disclosures About Market Risk	19
Item 4. Controls and Procedures	19

PART II – OTHER INFORMATION
Item 1. Legal Proceedings	20
Item 1A. Risk Factors	20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3. Defaults Upon Senior Securities	20
Item 4. Mine Safety Disclosures	20
Item 5. Other Information	20
Item 6. Exhibits	20

Signatures	21

PART I

Item 1. Financial Statements

Awaysis Capital, Inc.

Consolidated Balance Sheet

	March 31, 2024			June 30, 2023
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash	$	12,803		$	79
Accounts Receivable		118			-
Prepaid expenses		23,043			17,201
Inventory		11,412,946			11,323,226
Total current assets		11,448,910			11,340,506

Non-current assets
Fixed assets, net		44,530			49,028
Escrow Deposit - Real Estate		5,000			-
Security deposit		14,500			14,500
Operating lease right-of-use		278,846			328,976
Total non-current assets		342,876			392,504

Total Assets	$	11,791,786		$	11,733,010

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable		131,210			44,859
Security Deposit Liability		1,700			-
Current portion of lease Liability		88,617			-
Accrued expenses	$	-		$	118,860
Due to related party		8,270,691			2,834,323
Notes payable		2,600,000			2,600,000
Total current liabilities		11,092,218			5,598,042

Operating lease liabilities		200,284			251,214
Total non-current liabilities		200,284			251,214

Total liabilities		11,292,502			5,849,256

Stockholders’ equity:
Preferred stock - 25,000,000 shares authorized $0.01 par value none issued and outstanding at March 31, 2024 and June 30, 2023, respectively		-			-
Common stock – 1,000,000,000 shares authorized $0.01 par value issued and outstanding common shares at March 31, 2024 and June 30, 2023 were 352,237,035 and 252,227,035, respectively		3,522,371			2,522,271
Common stock subscribed – $0.01 par value subscribed common shares at March 31, 2024 and June 30, 2023 were 943,000 and 943,000, respectively		9,430			9,430
Additional paid-in capital		9,848,938			9,844,510
Accumulated deficit		(11,938,455	)		(5,549,457	)
Subscription receivable		(943,000	)		(943,000	)
Total stockholders’ equity		499,284			5,883,754

Total Liabilities and Stockholders Equity		11,791,786			11,733,010

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

Awaysis Capital, Inc.

Consolidated Statements of Operations

(Unaudited)

	2024			2023			2024			2023
	For the Three Months Ended						For the Nine Months Ended
	March 31			March 31,			March 31,			March 31,
	2024			2023			2024			2023

Revenue	$	8,148		$	60,800		$	42,048		$	104,560

Operating expenses
Sales and marketing		4,295			20,777			32,331			115,071
General and administrative		2,232,743			1,580,994			6,398,714			3,799,206
Total operating expenses		2,237,038			1,601,771			6,431,045			3,914,277

Loss from operations		(2,228,890	)		(1,540,971	)		(6,388,997	)		(3,809,717	)

Other expense
Interest expense		-			-			-			-
Total other expense		-			-			-			-

Net loss before income taxes		(2,228,890	)		(1,540,971	)		(6,388,997	)		(3,809,717	)
Income taxes		-			-			-			-

Net Loss	$	(2,228,890	)	$	(1,540,971	)	$	(6,388,997	)	$	(3,809,717	)

Basic and diluted per common share amounts:
Basic and diluted net loss	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.03	)

Weighted average number of common shares outstanding
(basic and diluted)		301,987,035			183,052,494			273,435,373			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

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 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
Shares issued for professional services at par $.01		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, June 30, 2022		157,804,875		$	997,486	$	580,563		$	(1,193,000	)	$	9,850,605		$	(1,254,011	)	$	8,981,643
Shares issued for professional Services		369,781		$	3,698	$	-		$	-		$	78,946		$	-		$	82,644
Shares issued at $1.00		100,000		$	1,000	$	-		$	-		$	99,000		$	-		$	100,000
Shares issued		100,000		$	1,000	$	-		$	-		$	99,000		$	-		$	100,000
Net Income (Loss)		-		$	-	$	-		$	-		$	-		$	(398,656	)	$	(398,656	)
Balance, September 30, 2022		158,274,656		$	1,002,184	$	580,563		$	(1,193,000	)	$	10,028,551		$	(1,652,667	)	$	8,765,631
Shares issued for professional Services		31,648		$	317	$	-		$	-		$	4,517		$	-		$	4,834
Share subscribed adjustment for acquisition		(5,210,209	)	$	516,530	$	(568,633	)	$	-		$	(212,897	)	$	-		$	(265,000	)
Net Income (Loss)		-		$	-	$	-		$	-		$	-		$	(1,870,090	)	$	(1,870,090	)
Balance, December 31, 2022		153,096,095		$	1,519,031	$	11,930		$	(1,193,000	)	$	9,820,171		$	(3,522,757	)	$	6,635,375
Balance		153,096,095		$	1,519,031	$	11,930		$	(1,193,000	)	$	9,820,171		$	(3,522,757	)	$	6,635,375
Shares issued for professional Services		73,958		$	740							$	24,339					$	25,079
Restricted Stock Awards		100,000,000		$	1,000,000													$	1,000,000
Decrease in subscriptions				$	2,500	$	(2,500	)	$	250,000								$	250,000
Net Income (Loss)		-		$	-	$	-		$	-		$	-		$	(1,540,971	)	$	(1,540,971	)
Balance, March 31, 2023		253,170,053		$	2,522,271	$	9,430		$	(943,000	)	$	9,844,510		$	(5,063,728	)	$	6,369,483
Balance		253,170,053		$	2,522,271	$	9,430		$	(943,000	)	$	9,844,510		$	(5,063,728	)	$	6,369,483

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

Awaysis Capital, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	March 31, 2024			March 31, 2023
	For the Nine Months Ended
	March 31, 2024			March 31, 2023

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6,388,997	)	$	(3,809,717	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	$	2,649			1,763
Stock based compensation	$	1,004,528			112,557
Restricted Stock Awards	$	-			1,000,000
Amortization of operating lease right-of-use	$	50,130			36,709
Changes in operating assets and liabilities:
(Increase) in accounts receivable	$	(118	)		-
(Increase) in prepaid expenses	$	(5,842	)		(63,176	)
(Increase) decrease in Inventory expenses	$	(89,721	)		-
(Increase) in escrow deposit - real estate	$	(5,000	)		-
(Increase) in security deposit	$	-			(14,500	)
Increase (decrease) in due to related party	$	5,436,368			(15,231	)
Increase (decrease) in accounts payable	$	86,351			20,927
Increase (decrease) in security deposit liability	$	1,700			-
Increase (decrease) in accrued expenses	$	(31,395	)		2,091,934
(Decrease) in operating lease liabilities	$	(49,778	)		(27,416	)
Net cash used in operating activities	$	10,875			(666,150	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	$	-			(58,130	)
Sale of fixed assets	$	1,849			-
Net cash used in investing activities	$	1,849			(58,130	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in related party advances, net	$	-			200,215
Payment of note payable	$	-			(280,000	)
Net proceeds from sale of equity	$	-			100,000
Proceeds from subscription receivable	$	-			250,000
Net cash provided by financing activities	$	-			270,215

Net (decrease) in cash	$	12,724			(454,065	)
Cash - beginning of year	$	79			481,965
Cash - end of year	$	12,803			27,900

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., a Delaware corporation, (“Awaysis”, “the Company”, “we”, “us” or “our’) is a real estate management and hospitality company focused on acquisition, redevelopment, sales, and managing rentals of residential vacation home communities in desirable travel destinations. We seek to create value through the targeting and acquisition, development, and up-cycling, rebranding, and repositioning of currently undervalued 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 that will optimize both sales and rental revenues, providing attractive returns to owners and exceptional vacation experiences to travelers.

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

At least initially, our target acquisitions are resorts that have not been completed nor have a prior operational history. As such we intend to purchase the real estate and finish the development, then we would sell the finished units and put them in a rental pool that we would manage.

We seek to own and grow a stable, cash generating, diversified portfolio of single-family and luxury resort/residence properties in the Caribbean, Europe, South America, and the United States.

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 business strategy entails targeting and identifying undervalued assets in emerging markets located in proximity to high demand travel destinations. The Company intends to focus these efforts on shovel-ready properties and/or other assets that we believe can be used to optimize sales and rental revenues. We have currently identified five properties in Belize, all of which are expected to constitute our initial real estate portfolio. To that effect, on June 30, 2022, we closed on the acquisition of certain real estate assets in San Pedro, Belize (the “Casamora Awaysis Assets”), pursuant to our previously announced series of Agreements of Purchase and Sale, all dated April 15, 2022. The total consideration paid by us for the properties subject to the agreements was at the appraisal value of $11.4 million (excluding transaction costs and fees) and was settled in a combination of a Purchase Money Mortgage of $2.6 million at 0% interest rate, payable on demand, a Purchase Money Mortgage of $280,000 at 0% interest rate that was paid on August 8, 2022 and 56.8 million shares of the Company’s common stock based on a per share price equal to the market price on the date of appraisal of $0.150. As the first acquisition by the Company in Belize and an important milestone, the Company expects to rebrand the Casamora Awaysis Assets, so it is easily identifiable as an Awaysis Property and fit perfectly with its strategy of creating a countrywide network of Awaysis residential enclave communities in the country.

Company History

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

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

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

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

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

Interim Financial Statements

The accompanying unaudited interim condensed financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. While we believe that the disclosures presented herein are adequate and not misleading, these interim condensed financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended June 30, 2023 included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 and filed on October 17, 2023. Operating results for the interim period presented are not necessarily indicative of the results for the full year.

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 of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of March 31, 2024 and June 30, 2023, our cash balance was $12,803 and $79.00, respectively.

Cash and cash equivalents are stated at amortized cost which approximates fair value.

Fair Value Measurements

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

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

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

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

Our financial instruments consist of cash and cash equivalents accounts payable, accounts payable - related party and note payable – related party. The carrying amount of our cash and cash equivalents, accounts payable, accounts payable - related party and note payable – related party approximate their fair values because of the short-term maturities of these instruments.

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 6 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 which ownership is maintained by the Company.

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

We were party to an operating lease agreement during the nine months ended March 31, 2024.

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

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

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

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

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

The Company is a development stage corporation.

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.

Revenue recognized from rentals was $4,448 and $13,048 for the three and nine months ended March 31, 2024.

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

Revenue recognized from other services was $3,700 and $29,000 for the three and nine months ended March 31, 2024.

Other Services

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

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. Consistent with ASC 970-340-253, the Company capitalizes cost when expenditures for the assets have been made and activities that are necessary to get the asset ready for its intended use are in progress. If portions of the project are substantially completed and moved to the rental pool on a short term rental basis and not sold, the substantial portions shall be accounted for as a separate project. 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. Finished inventory is intended to and will be primarily placed 100% into the rental pool.

Inventory, consisting of real estate under construction, was $11,412,946 as of March 31, 2024 and $11,323,226 as of June 30, 2023.

Financial Instruments

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

	●	Level 1: Quoted prices for identical assets and liabilities in active markets.

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

●

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

The carrying amounts of financial instruments including cash, accounts payable, warrant liability and notes payable approximated fair value as of March 31, 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. Advertising expenses amounted to approximately $4,295 and $32,331 for the three and nine months ended March 31, 2024.

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.

Stock-based compensation of $504,528 and $504,528 was issued for services during the three and nine months ended March 31, 2024, respectively, and is included in the General and Administrative expenses in the Consolidated Statements of Operations.

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.

No potentially dilutive debt or equity instruments were issued or outstanding during the nine months ended March 31, 2024 .

Recently Issued Accounting Pronouncements

As of March 31, 2024, 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.

3. GOING CONCERN

The Company adopted Accounting Standards Update No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the financial statements, the Company had an accumulated deficit at March 31, 2024 and 2023. As of March 31, 2024, we had cash in the amount of $12,803 and had executed subscription pending funding in the amount of $943,000. During the nine months ended March 31, 2024, the Company had collected $0 from executed subscriptions and $0 from its principal shareholder.

The Company is commencing operations and seeking to generate sufficient revenue and have received sufficient subscriptions that if and when funded would support its current basic operations for at least the next 12 months; however, the subscriptions have not been paid as of the date of this filing and the Company’s cash position may not be sufficient to support the Company’s long-term strategy. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue to further develop its first properties through presales, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan, generate sufficient revenue through presales or otherwise, and its ability to raise additional funds. These conditions, in the aggregate, raise substantial doubt as to the Company’s ability to continue as a going concern. Accordingly, management has determined that substantial doubt exists about the Company’s ability to continue as a going concern within one year of the date of issue of these financial statements. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

4. FIXED ASSETS

The carrying basis and accumulated depreciation of fixed assets at March 31, 2024 and 2023 is as follows:

SCHEDULE OF FIXED ASSETS

		March 31,			March 31,
	Useful Lives	2024			2023
Furniture and fixtures	7 years	$	15,017		$	15,017
Computer and equipment	5 years		8,782			35,631
Software	3 years		26,127			29,627
Total fixed assets, gross			26,127			29,627
Less depreciation and amortization			(5,396	)		(1,763	)
Total fixed assets, net		$	44,530			78,512

The Company recorded depreciation expense of $2,649 and $1,763 for the periods ended March 31, 2024, and 2023, respectively.

5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

As of March 31, 2024 and 2023, the balance of accounts payable was $131,210 and $62,897, respectively, and related primarily to expenses relating to professional services, construction, SEC filings, outstanding legal expenses and share transfer expenses.

As of March 31, 2024 and 2023, the balance of accrued expenses was $0 and $2,179,024, respectively, and related primarily to expenses relating to payroll taxes from the salary and payroll accrual for development and administration team. During the nine months ended March 31, 2024, there had been no payroll paid to accrue for payroll taxes and salaries due, which are reported in “Due to Related Party.”

6. DUE TO RELATED PARTY

As of March 31, 2024 and 2023, the balance due to related party was $8,270,691 and $212,712, respectively, and related to both costs paid on behalf of the Company and funding to the Company by an entity controlled by two of our directors. The balance due to related parties during the nine months ended March 31, 2024, includes all salary and payroll accrual for the Company’s development and administration teams.

7. NOTES PAYABLE

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.

The Company has notes payable as of March 31, 2024 and 2023 in the amount of approximately $2,600,000 and $2,600,000, respectively.

8. OPERATING LEASES - LESSEE

The Company has an operating lease for office space, with a term of 5 years. As of March 31, 2024, the Company did not have any additional material operating leases that were entered into, but not yet commenced.

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

	March 31,
	2024

Remaining three months ending June 30, 2024	$	21,929
2025		89,003
2026		90,588
2027		92,220
Thereafter		31,113
Total operating lease payments		324,853
Present value adjustment		(35,953	)
Total operating lease liabilities	$	288,900

As of March 31, 2024, the total operating lease liability amount of $288,900 consists of current and long-term portion of operating lease liabilities of $88,617 and $200,284 respectively.

Operating lease costs were $65,888 and $51,246 for the nine months ended March 31, 2024 and 2023, 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 31, 2024:

	March 31,
	2024

Weighted-average remaining lease term, years		3.6
Weighted-average discount rate, %		7.0	%

9. COMMITMENTS & CONTINGENCIES

Legal Proceedings

We were not subject to any legal proceedings during the nine months ended March 31, 2024, and, to the best of our knowledge, no legal proceedings are pending or threatened.

Purchase Commitments

We were not party to any purchase commitments during the nine months ended March 31, 2024.

10. STOCKHOLDERS’ EQUITY

Preferred Stock

As of March 31, 2024, we were authorized to issue 25,000,000 shares of preferred stock with a par value of $0.01.

No shares of preferred stock were issued and outstanding during the three and nine months ended March 31, 2024.

Common Stock

As of March 31, 2024, we were authorized to issue 1,000,000,000 shares of common stock with a par value per share of $0.01, of which 352,237,035 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 pending payment therefor.

In June 2022, prior to the commencement of the Company’s fiscal year ending June 30, 2023, the Company was contractually obligated and committed to issue an aggregate of 56,863,334 shares of its common stock as partial consideration for the purchase of real estate inventory in the amount of $8,529,500. All such shares were deemed subscribed for and purchased by the direct or indirect sellers of the real estate. On December 1, 2022, an adjustment was made to such share issuance obligation which provided for an aggregate reduction of 5,210,209 shares of common stock due to a real estate inventory decrease in the amount of $265,000. As of December 31, 2022, all 51,653,125 of such shares have been issued by the Company and are outstanding.

During the three and nine months ended March 31, 2024, the Company provided stock based compensation of $500,000 and $504,528, respectively for services rendered and payroll. The Company sold commons shares of 9,982 at market rates at an averaging price per share of $0.44 and 100,000,000 shares were provided as payroll to two directors at $0.01 per share.

As of March 31, 2024, the Company has committed subscription agreements from investors, entered into during a private offering, for 943,000 shares, at a price per share of $1.00 for aggregate proceeds of $943,000, and is included in the Subscription Receivable in the Consolidated Balance Sheets, pending payment therefor.

The Company has not declared or paid any dividends or returned any capital to common stock shareholders as of March 31, 2024, and 2023.

Warrants

No warrants were issued or outstanding during the three and nine months ended March 31, 2024, or 2023.

Restricted Stock Awards

On February 13, 2023, the Company awarded restricted shares of Company common stock to certain of its executive officers and directors, equal in an aggregate assumed value of $1,000,000, which vested 50% on the date of the grant with the remaining 50% vesting on December 1, 2023.

In December 2023, the Company awarded 50,000,000 restricted shares of Company common stock to an executive officer and director, which vested 100% on the date of grant.

During the quarter ended March 31, 2024, the Company authorized and directed the award of 50,000,000 restricted shares of Company common stock to an executive officer and director, to vest 100% on the date of grant. Such shares are included in the issued and outstanding common stock of the Company as of March 31, 2024. The actual issuance of such 50,000,000 restricted shares took place on April 1, 2024.

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.

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, 2024.

No stock options were issued during the three and nine months ended March 31, 2024.

11. SUBSEQUENT EVENTS

The Company evaluated subsequent events after March 31, 2024, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined that no disclosure is necessary.

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, 2023, filed with the Securities and Exchange Commission on October 17, 2023.

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.

In 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 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 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 that will optimize both sales and rental revenues, providing attractive returns to owners and exceptional vacation experiences to travelers.

We seek to own and grow a stable, cash generating, diversified portfolio of single-family and luxury resort/residence properties in the Caribbean, Europe, South America, and the United States.

Our Planned Business

Our planned business is expected to include real estate development and sales, hospitality rentals, resort operations and club management. Revenues are expected to come from:

	●	selling our own developed resort inventory that includes Condominiums, Single Family Homes, and Villas.

	●	providing management services to our branded resorts under HOA management agreements; and

	●	manage short-term unit rentals of sold and unsold inventory at the resorts we own or manage.

The Casamora Awaysis development, our first property, has started its hospitality operations and has commenced sales operations on or about June 1, 2023.

As development progresses, and more units are expected to become rentable, increased hospitality operations are expected over the coming months.

Results of Operations

We commenced activities and started to incur material costs in the second half of the fiscal year ended June 30, 2022, as a result of our change in control transaction in November 2021 and commencement in February 2022 of our business strategy of acquiring, developing, and managing residential vacation home communities in desirable travel destinations. Our business strategy continued throughout the fiscal year ended June 30, 2023, showing substantial growth in operating expenses in preparation for expected future growth in revenue.

During the nine month period ended March 31, 2024, our operations and activities increased significantly.

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

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

Three Months Ended March 31, 2024, as Compared to March 31, 2023

Revenues

We recognized total revenue of $8,148 and $60,800 during the three months ended March 31, 2024 and 2023, respectively.

We recognized rental income of $4,448 and $27,400 during the three months ended March 31, 2024 and 2023, respectively. As development progresses at our Casamora Awaysis development, a few units were placed into the rental pool allowing for rental revenue operations to commence. Due to ongoing construction, the rental units have not been fully utilized, causing fluctuations in the activity of the units.

We also recognized revenue from our real estate brokerage and other related services of $3,700 and $33,400 during the three months ended March 31, 2024 and 2023, respectively.

Sales and Marketing Expenses

During the three months ended March 31, 2024 and 2023, we incurred sales and marketing expenses of $4,295 and $20,777, respectively, consisting of marketing and support of our products and services, promotional and public relations expenses, fundraising costs, investor relations, and administration expenses in support of sales and marketing.

Our planned marketing and sales activities are expected to be based on targeted direct marketing and a highly personalized sales approach. We intend to use targeted direct marketing to reach potential purchasers of units or sell through a licensed distribution network of both in-market and off-site sales centers. Our products are expected to be marketed for sale or rent globally.

General and Administrative Expenses

During the three months ended March 31, 2024 and 2023, we incurred general and administrative expenses of $2,232,743 and $1,580,994, 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. The decrease is primarily due to a decrease in salaries and professional fees, while focusing on raising funds and transitioning from being a shell company to an operating company under its current management.

Operating Loss and Net Loss

During the three months ended March 31, 2024 and 2023, we recognized net losses and operating losses of $(2,228,890) and $(1,540,971), 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.

Nine months Ended March 31, 2024, as Compared to March 31, 2023

Revenues

We recognized total revenue of $42,048 and $104,560 during the nine months ended March 31, 2024 and 2023, respectively.

We recognized revenue of $13,048 and $71,160 during the nine months ended March 31, 2024, and 2023, respectively. As development progresses at our Casamora Awaysis development, a few units have been placed into the rental pool allowing for rental revenue operations to commence and real estate commissions income have increased. Due to ongoing construction, the rental units have not been fully utilized, causing fluctuations in the activity of the units.

We also recognized revenue from our real estate brokerage and other related services of $29,000 and $33,400 during the nine months ended March 31, 2024 and 2023, respectively.

Sales and Marketing Expenses

During the nine months ended March 31, 2024, and 2023, we incurred sales and marketing expenses of $32,331 and $115,071, respectively, consisting of marketing and support of our products and services, promotional and public relations expenses, fundraising costs, investor relations, and administration expenses in support of sales and marketing. The decrease is primarily due to in prior period there was a great focus on marketing and advertising as the company is transitioning from being a shell company to an operating company under its current management.

General and Administrative Expenses

During the nine months ended March 31, 2024, and 2023, we incurred general and administrative expenses of $6,398,714 and $3,799,206, 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. The increase is primarily due to transitioning from being a shell company to an operating company under its current management, salary bonus of $2 million was also accounted for in 2024 vs 2023.

Operating Loss

During the nine months ended March 31, 2024, and 2023, we recognized operating losses of $(6,388,997) and $(3,809,717), 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.

Liquidity and Capital Resources

As of March 31, 2024, we had cash of $12,803 and had a positive working capital of $356,692, which was mainly from the issuance of shares for real estate inventory and the sale of shares from our private placement of common stock. We do not have sufficient cash or commitments for funding to satisfy our basic operations for at least 12 months, and expect the anticipated cost of development of our first properties to come from pre-sales, investors subscriptions, advances from our principal shareholders and not cash-on-hand. We will need to raise additional cash to satisfy both our short and long-term requirements.

Historically, our principal shareholder has advanced funds on our behalf as we have required for the Company to become, and remain, a fully reporting public company while seeking to create value for shareholders by pursuing our business plan to reinvent the Company as a real estate management and hospitality company. The shareholder has indicated its intention to continue to do so; provided, however, that such intentions do not represent a binding commitment by the principal shareholder and there is no guarantee that our principal shareholder will be able to provide the funding necessary to achieve this objective. To date, our principal shareholder has advanced an aggregate of approximately $668,000 on behalf of the Company to cover certain of the Company’s expenses. Neither the shareholder nor the Company have entered into any agreement with respect to the terms and conditions of such advances, including any repayment terms, although we expect to do so.

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

Our plan for satisfying our cash requirements and to remain operational beyond the next 12 months or to further expand our asset base is through the sale of shares of our capital stock to third parties. While we intend in the short term to seek to raise up to $25 million through the private sale of our common stock, we cannot assure you we will be successful in raising any or all of such capital and in meeting our working capital needs. Through March 31, 2024, we have raised an aggregate of $1,918,000 in such private placement and can give no assurance that we will be successful in raising the remaining funds being sought. The capital raises from issuances of equity securities could result in additional dilution to our shareholders. In addition, to the extent we determine to incur indebtedness, our incurrence of debt could result in debt service obligations and operating and financing covenants that would restrict our operations.

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

	Nine months ended
	March 31,
	2024		2023
Cash used in operating activities	$	10,875	$	(666,150	)
Cash provided by investing activities		1,849		(58,130	)
Cash provided by financing activities		-		270,215
Change in cash	$	12,724	$	(454,065	)

Cash Flows from Operating Activities

Net cash flows used in operating activities were $10,875 and $(666,150) for the nine months ended March 31, 2024 and 2023, respectively. The net cash used in operations primarily consisted of the selling, marketing, and general expenses that resulted from the company recently going operational, issuance of stock for services provided and payroll.

Cash Flows from Investing Activities

During the nine months ended March 31, 2024 and 2023, net cash flow used for investing activities was $1,849 and $(58,130) respectively. This primarily consisted of the purchase of machinery and equipment related to the development of our properties in the prior period. We have had no such purchases during the nine months ending March 31, 2024.

Cash Flows from Financing Activities

For the nine months ended March 31, 2024 and 2023, net cash from financing activities was $0 and $270,215, respectively, which primarily consisted of advances, payment towards a note payable, and issuance of stock.

We are dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan to become a real estate and hospitality company. In addition, we are dependent upon our controlling shareholder 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 applies judgment and estimates that may have material effect in the eventual outcome of assets, liabilities, revenues and expenses, accounts receivable, inventory and goodwill. The following explains the basis and the procedure where judgment and estimates are applied.

Inventories

Going Concern

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As reflected in the financial statements, the Company had an accumulated deficit at March 31, 2024 and 2023, a net loss and net cash used in operating activities for the reporting periods then ended. As of March 31, 2024, we had cash in the amount of $12,803 and has a subscription pending funding in the amount of $943,000 which has not yet been collected. During the nine months ended March 31, 2024, the Company had collected $0 from executed subscriptions and $0 from its principal shareholder.

The Company is commencing operations and seeking to generate sufficient revenue and have received sufficient subscriptions that if and when funded would support its current basic operations for at least the next 12 months; however, the subscriptions have not been paid as of the date of this filing and the Company’s cash position may not be sufficient to support the Company’s long-term strategy. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue to further develop its first properties through presales, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan, generate sufficient revenue through presales or otherwise, and its ability to raise additional funds. These conditions, in the aggregate, raise substantial doubt as to the Company’s ability to continue as a going concern. Accordingly, management has determined that substantial doubt exists about the Company’s ability to continue as a going concern within one year of the date of issue of the financial statements included in this Quarterly Report on Form 10-Q. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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 Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosure.

As of March 31, 2024, the Chief Executive Officer and Chief Financial Officer carried out an assessment, of the effectiveness of the design and operation of our then existing disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). As of the date of this assessment, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2024 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 recent failure to timely file certain forms or reports under the Securities Act of 1933 and the Securities Exchange Act of 1934. 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.

In addition to the below, please see the risk factors included in our Annual Report on Form 10-K filed on October 17, 20203.

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

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the three months ended March 31, 2024, 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 (2)

3.4		By-Laws (1)

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 Quarterly Report on Form 10-Q filed with the SEC on February 22, 2024.

(2)	Incorporated by reference from the exhibit included in the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2022.

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 15, 2024	/s/ Michael Singh
	Michael Singh
	Chief Executive Officer
	(Principal Executive Officer)

Date: May 15, 2024	/s/ Andrew Trumbach
	Andrew Trumbach
	President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Singh, certify that:

1. I have reviewed this Form 10-Q of Awaysis Capital, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 15, 2024	By:	/s/ Michael Singh
		Michael Singh
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew Trumbach, certify that:

1. I have reviewed this Form 10-Q of Awaysis Capital, Inc.;

(b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 15, 2024	By:	/s/ Andrew Trumbach
		Andrew Trumbach
		President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-Q of Awaysis Capital, Inc. for the quarter ended March 31, 2024, I, Michael Singh, Chief Executive Officer of Awaysis Capital, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1. Such Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, fairly presents, in all material respects, the financial condition and results of operations of Awaysis Capital, Inc.

May 15, 2024	By:	/s/ Michael Singh
		Michael Singh
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 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

In connection with the accompanying Quarterly Report on Form 10-Q of Awaysis Capital, Inc. for the quarter ended March 31, 2024, I, Andrew Trumbach, Chief Financial Officer of Awaysis Capital, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1. Such Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

May 15, 2024	By:	/s/ Andrew Trumbach
		Andrew Trumbach
		President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

Cover - shares	9 Months Ended
Cover - shares	Mar. 31, 2024	May 15, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--06-30
Entity File Number	000-21477
Entity Registrant Name	AWAYSIS CAPITAL, INC.
Entity Central Index Key	0001021917
Entity Tax Identification Number	27-0514566
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3400 Lakeside Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Miramar
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33027
City Area Code	(855)
Local Phone Number	795-3311
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		352,237,035

Consolidated Balance Sheet - USD ($)	Mar. 31, 2024	Jun. 30, 2023
Current assets
Cash	$ 12,803	$ 79
Accounts Receivable	118
Prepaid expenses	23,043	17,201
Inventory	11,412,946	11,323,226
Total current assets	11,448,910	11,340,506
Non-current assets
Fixed assets, net	44,530	49,028
Escrow Deposit - Real Estate	5,000
Security deposit	14,500	14,500
Operating lease right-of-use	278,846	328,976
Total non-current assets	342,876	392,504
Total Assets	11,791,786	11,733,010
Current liabilities:
Accounts payable	131,210	44,859
Security Deposit Liability	1,700
Current portion of lease Liability	88,617
Accrued expenses		118,860
Notes payable	2,600,000	2,600,000
Total current liabilities	11,092,218	5,598,042
Operating lease liabilities	200,284	251,214
Total non-current liabilities	200,284	251,214
Total liabilities	11,292,502	5,849,256
Stockholders’ equity:
Preferred stock - 25,000,000 shares authorized $0.01 par value none issued and outstanding at March 31, 2024 and June 30, 2023, respectively
Common stock – 1,000,000,000 shares authorized $0.01 par value issued and outstanding common shares at March 31, 2024 and June 30, 2023 were 352,237,035 and 252,227,035, respectively	3,522,371	2,522,271
Common stock subscribed – $0.01 par value subscribed common shares at March 31, 2024 and June 30, 2023 were 943,000 and 943,000, respectively	9,430	9,430
Additional paid-in capital	9,848,938	9,844,510
Accumulated deficit	(11,938,455)	(5,549,457)
Subscription receivable	(943,000)	(943,000)
Total stockholders’ equity	499,284	5,883,754
Total Liabilities and Stockholders Equity	11,791,786	11,733,010
Related Party [Member]
Current liabilities:
Due to related party	$ 8,270,691	$ 2,834,323

Consolidated Balance Sheet (Parenthetical) - $ / shares	Mar. 31, 2024	Jun. 30, 2023
Statement of Financial Position [Abstract]
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares issued	352,237,035	252,227,035
Common stock, shares outstanding	352,237,035	252,227,035
Common stock subscribed, par value	$ 0.01	$ 0.01
Common stock, subscribed shares	943,000	943,000

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 8,148	$ 60,800	$ 42,048	$ 104,560
Operating expenses
Sales and marketing	4,295	20,777	32,331	115,071
General and administrative	2,232,743	1,580,994	6,398,714	3,799,206
Total operating expenses	2,237,038	1,601,771	6,431,045	3,914,277
Loss from operations	(2,228,890)	(1,540,971)	(6,388,997)	(3,809,717)
Other expense
Interest expense
Total other expense
Net loss before income taxes	(2,228,890)	(1,540,971)	(6,388,997)	(3,809,717)
Income taxes
Net Loss	$ (2,228,890)	$ (1,540,971)	$ (6,388,997)	$ (3,809,717)
Basic and diluted per common share amounts:
Basic net loss	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.03)
Diluted net loss	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.03)
Weighted average number of common shares outstanding (basic)	301,987,035	183,052,494	273,435,373	133,157,743
Weighted average number of common shares outstanding (diluted)	301,987,035	183,052,494	273,435,373	133,157,743

Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Common Stock Subscribed [Member]	Subscription Receivable [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Jun. 30, 2022	$ 997,486	$ 580,563	$ (1,193,000)	$ 9,850,605	$ (1,254,011)	$ 8,981,643
Balance, shares at Jun. 30, 2022	157,804,875
Net Income (Loss)					(398,656)	(398,656)
Shares issued	$ 1,000			99,000		100,000
Shares issued, shares	100,000
Shares issued for professional Services	$ 3,698			78,946		82,644
Shares issued for professional Services, shares	369,781
Balance at Sep. 30, 2022	$ 1,002,184	580,563	(1,193,000)	10,028,551	(1,652,667)	8,765,631
Balance, shares at Sep. 30, 2022	158,274,656
Balance at Jun. 30, 2022	$ 997,486	580,563	(1,193,000)	9,850,605	(1,254,011)	8,981,643
Balance, shares at Jun. 30, 2022	157,804,875
Net Income (Loss)						(3,809,717)
Balance at Mar. 31, 2023	$ 2,522,271	9,430	(943,000)	9,844,510	(5,063,728)	6,369,483
Balance, shares at Mar. 31, 2023	253,170,053
Balance at Sep. 30, 2022	$ 1,002,184	580,563	(1,193,000)	10,028,551	(1,652,667)	8,765,631
Balance, shares at Sep. 30, 2022	158,274,656
Net Income (Loss)					(1,870,090)	(1,870,090)
Shares issued for professional Services	$ 317			4,517		4,834
Shares issued for professional Services, shares	31,648
Share subscribed adjustment for acquisition	$ 516,530	(568,633)		(212,897)		(265,000)
Share subscribed adjustment for acquisition, shares	(5,210,209)
Balance at Dec. 31, 2022	$ 1,519,031	11,930	(1,193,000)	9,820,171	(3,522,757)	6,635,375
Balance, shares at Dec. 31, 2022	153,096,095
Net Income (Loss)					(1,540,971)	(1,540,971)
Shares issued for professional Services	$ 740			24,339		25,079
Shares issued for professional Services, shares	73,958
Restricted Stock Awards	$ 1,000,000					1,000,000
Restricted Stock Awards, shares	100,000,000
Decrease in subscriptions	$ 2,500	(2,500)	250,000			250,000
Balance at Mar. 31, 2023	$ 2,522,271	9,430	(943,000)	9,844,510	(5,063,728)	6,369,483
Balance, shares at Mar. 31, 2023	253,170,053
Balance at Jun. 30, 2023	$ 2,522,271	9,430	(943,000)	9,844,510	(5,549,457)	5,883,754
Balance, shares at Jun. 30, 2023	253,170,053
Net Income (Loss)					(3,531,828)	(3,531,828)
Balance at Sep. 30, 2023	$ 2,522,271	9,430	(943,000)	9,844,510	(9,081,285)	2,351,926
Balance, shares at Sep. 30, 2023	253,170,053
Balance at Jun. 30, 2023	$ 2,522,271	9,430	(943,000)	9,844,510	(5,549,457)	5,883,754
Balance, shares at Jun. 30, 2023	253,170,053
Net Income (Loss)						(6,388,997)
Balance at Mar. 31, 2024	$ 3,522,371	9,430	(943,000)	9,848,938	(11,938,455)	499,284
Balance, shares at Mar. 31, 2024	353,180,035
Balance at Sep. 30, 2023	$ 2,522,271	9,430	(943,000)	9,844,510	(9,081,285)	2,351,926
Balance, shares at Sep. 30, 2023	253,170,053
Net Income (Loss)					(628,280)	(628,280)
Shares issued	$ 500,000					500,000
Shares issued, shares	50,000,000
Shares issued for professional Services	$ 100			4,428		4,528
Shares issued for professional Services, shares	9,982
Balance at Dec. 31, 2023	$ 3,022,371	9,430	(943,000)	9,848,938	(9,709,565)	2,228,174
Balance, shares at Dec. 31, 2023	303,180,035
Net Income (Loss)					(2,228,890)	$ (2,228,890)
Shares issued, shares						50,000,000
Shares issued for professional Services	$ 500,000					$ 500,000
Shares issued for professional Services, shares	50,000,000
Restricted Stock Awards						50,000,000
Balance at Mar. 31, 2024	$ 3,522,371	$ 9,430	$ (943,000)	$ 9,848,938	$ (11,938,455)	$ 499,284
Balance, shares at Mar. 31, 2024	353,180,035

Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2022
Statement of Stockholders' Equity [Abstract]
Price per share, issued Par Value	$ 0.01	$ 0.01	$ 1.00

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (6,388,997)	$ (3,809,717)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	2,649	1,763
Stock based compensation	1,004,528	112,557
Restricted Stock Awards		1,000,000
Amortization of operating lease right-of-use	50,130	36,709
Changes in operating assets and liabilities:
(Increase) in accounts receivable	(118)
(Increase) in prepaid expenses	(5,842)	(63,176)
(Increase) decrease in Inventory expenses	(89,721)
(Increase) in escrow deposit - real estate	(5,000)
(Increase) in security deposit		(14,500)
Increase (decrease) in due to related party	5,436,368	(15,231)
Increase (decrease) in accounts payable	86,351	20,927
Increase (decrease) in security deposit liability	1,700
Increase (decrease) in accrued expenses	(31,395)	2,091,934
(Decrease) in operating lease liabilities	(49,778)	(27,416)
Net cash used in operating activities	10,875	(666,150)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		(58,130)
Sale of fixed assets	1,849
Net cash used in investing activities	1,849	(58,130)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in related party advances, net		200,215
Payment of note payable		(280,000)
Net proceeds from sale of equity		100,000
Proceeds from subscription receivable		250,000
Net cash provided by financing activities		270,215
Net (decrease) in cash	12,724	(454,065)
Cash - beginning of year	79	481,965
Cash - end of year	$ 12,803	$ 27,900

NATURE OF OPERATIONS

9 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS

1. NATURE OF OPERATIONS

Nature of Business

We seek to own and grow a stable, cash generating, diversified portfolio of single-family and luxury resort/residence properties in the Caribbean, Europe, South America, and the United States.

Company History

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

SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Interim Financial Statements

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents are stated at amortized cost which approximates fair value.

Fair Value Measurements

Related Party Transactions

Fixed Assets

Leases

We were party to an operating lease agreement during the nine months ended March 31, 2024.

Income Taxes

Revenue Recognition

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.

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.

Revenue recognized from rentals was $4,448 and $13,048 for the three and nine months ended March 31, 2024.

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

Revenue recognized from other services was $3,700 and $29,000 for the three and nine months ended March 31, 2024.

Other Services

Inventory

Inventory, consisting of real estate under construction, was $11,412,946 as of March 31, 2024 and $11,323,226 as of June 30, 2023.

Financial Instruments

	●	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.

Advertising and Marketing Costs

Stock Based Compensation

Net Loss per Share Calculation

No potentially dilutive debt or equity instruments were issued or outstanding during the nine months ended March 31, 2024 .

Recently Issued Accounting Pronouncements

GOING CONCERN

9 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

3. GOING CONCERN

FIXED ASSETS

9 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

FIXED ASSETS

4. FIXED ASSETS

The carrying basis and accumulated depreciation of fixed assets at March 31, 2024 and 2023 is as follows:

SCHEDULE OF FIXED ASSETS

		March 31,			March 31,
	Useful Lives	2024			2023
Furniture and fixtures	7 years	$	15,017		$	15,017
Computer and equipment	5 years		8,782			35,631
Software	3 years		26,127			29,627
Total fixed assets, gross			26,127			29,627
Less depreciation and amortization			(5,396	)		(1,763	)
Total fixed assets, net		$	44,530			78,512

The Company recorded depreciation expense of $2,649 and $1,763 for the periods ended March 31, 2024, and 2023, respectively.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

9 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

DUE TO RELATED PARTY

9 Months Ended

Mar. 31, 2024

DUE TO RELATED PARTY

6. DUE TO RELATED PARTY

NOTES PAYABLE

9 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

NOTES PAYABLE

7. NOTES PAYABLE

The Company has notes payable as of March 31, 2024 and 2023 in the amount of approximately $2,600,000 and $2,600,000, respectively.

OPERATING LEASES - LESSEE

9 Months Ended

Mar. 31, 2024

Operating Leases - Lessee

OPERATING LEASES - LESSEE

8. OPERATING LEASES - LESSEE

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,
	2024

Remaining three months ending June 30, 2024	$	21,929
2025		89,003
2026		90,588
2027		92,220
Thereafter		31,113
Total operating lease payments		324,853
Present value adjustment		(35,953	)
Total operating lease liabilities	$	288,900

As of March 31, 2024, the total operating lease liability amount of $288,900 consists of current and long-term portion of operating lease liabilities of $88,617 and $200,284 respectively.

Operating lease costs were $65,888 and $51,246 for the nine months ended March 31, 2024 and 2023, 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 31, 2024:

	March 31,
	2024

Weighted-average remaining lease term, years		3.6
Weighted-average discount rate, %		7.0	%

COMMITMENTS & CONTINGENCIES

9 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS & CONTINGENCIES

9. COMMITMENTS & CONTINGENCIES

Legal Proceedings

We were not subject to any legal proceedings during the nine months ended March 31, 2024, and, to the best of our knowledge, no legal proceedings are pending or threatened.

Purchase Commitments

We were not party to any purchase commitments during the nine months ended March 31, 2024.

STOCKHOLDERS’ EQUITY

9 Months Ended

Mar. 31, 2024

Equity [Abstract]

STOCKHOLDERS’ EQUITY

10. STOCKHOLDERS’ EQUITY

Preferred Stock

As of March 31, 2024, we were authorized to issue 25,000,000 shares of preferred stock with a par value of $0.01.

No shares of preferred stock were issued and outstanding during the three and nine months ended March 31, 2024.

Common Stock

The Company has not declared or paid any dividends or returned any capital to common stock shareholders as of March 31, 2024, and 2023.

Warrants

No warrants were issued or outstanding during the three and nine months ended March 31, 2024, or 2023.

Restricted Stock Awards

In December 2023, the Company awarded 50,000,000 restricted shares of Company common stock to an executive officer and director, which vested 100% on the date of grant.

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 were issued during the three and nine months ended March 31, 2024.

SUBSEQUENT EVENTS

9 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

11. SUBSEQUENT EVENTS

SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Interim Financial Statements

Interim Financial Statements

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents are stated at amortized cost which approximates fair value.

Fair Value Measurements

Fair Value Measurements

Related Party Transactions

Related Party Transactions

Fixed Assets

Fixed Assets

Leases

Leases

We were party to an operating lease agreement during the nine months ended March 31, 2024.

Income Taxes

Income Taxes

Revenue Recognition

Revenue Recognition

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.

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.

Revenue recognized from rentals was $4,448 and $13,048 for the three and nine months ended March 31, 2024.

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

Revenue recognized from other services was $3,700 and $29,000 for the three and nine months ended March 31, 2024.

Other Services

Inventory

Inventory

Inventory, consisting of real estate under construction, was $11,412,946 as of March 31, 2024 and $11,323,226 as of June 30, 2023.

Financial Instruments

Financial Instruments

	●	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.

Advertising and Marketing Costs

Advertising and Marketing Costs

Stock Based Compensation

Stock Based Compensation

Net Loss per Share Calculation

Net Loss per Share Calculation

No potentially dilutive debt or equity instruments were issued or outstanding during the nine months ended March 31, 2024 .

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

FIXED ASSETS (Tables)

9 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

SCHEDULE OF FIXED ASSETS

The carrying basis and accumulated depreciation of fixed assets at March 31, 2024 and 2023 is as follows:

SCHEDULE OF FIXED ASSETS

		March 31,			March 31,
	Useful Lives	2024			2023
Furniture and fixtures	7 years	$	15,017		$	15,017
Computer and equipment	5 years		8,782			35,631
Software	3 years		26,127			29,627
Total fixed assets, gross			26,127			29,627
Less depreciation and amortization			(5,396	)		(1,763	)
Total fixed assets, net		$	44,530			78,512

OPERATING LEASES - LESSEE (Tables)

9 Months Ended

Mar. 31, 2024

Operating Leases - Lessee

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

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,
	2024

Remaining three months ending June 30, 2024	$	21,929
2025		89,003
2026		90,588
2027		92,220
Thereafter		31,113
Total operating lease payments		324,853
Present value adjustment		(35,953	)
Total operating lease liabilities	$	288,900

SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND WEIGHTED AVERAGE DISCOUNT RATE

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 31, 2024:

	March 31,
	2024

Weighted-average remaining lease term, years		3.6
Weighted-average discount rate, %		7.0	%

NATURE OF OPERATIONS (Details Narrative) - USD ($)				3 Months Ended
NATURE OF OPERATIONS (Details Narrative) - USD ($)	Feb. 13, 2023	Aug. 08, 2022	Jun. 30, 2022	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2022
Restructuring Cost and Reserve [Line Items]
Number of shares issued	22,500,000			50,000,000
Share price per share				$ 0.01	$ 0.01	$ 1.00
Series of Individually Immaterial Business Acquisitions [Member]
Restructuring Cost and Reserve [Line Items]
Total consideration			$ 11,400,000
Number of shares issued		56,800,000	2,600,000
Interest rate payable		0.00%	0.00%
Purchase of mortgage		$ 280,000
Share price per share		$ 0.150

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2024	Dec. 31, 2024	Jun. 30, 2023
Cash	$ 12,803	$ 12,803	$ 12,803	$ 79
Income tax benefits recognized		50.00%
Rental income	4,448	$ 13,048
Revenue from other services	3,700	29,000
Inventory	11,412,946	11,412,946
Advertising expense	4,295	32,331
Stock based compensation	500,000	$ 504,528
Potentially dilutive shares		0
General and Administrative Expense [Member]
Stock based compensation	$ 504,528	$ 504,528

GOING CONCERN (Details Narrative) - USD ($)	9 Months Ended
GOING CONCERN (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 12,803
Subscription receivable	943,000		$ 943,000
Proceeds from subscription receivable		$ 250,000
Amount from principal shareholder	$ 0

SCHEDULE OF FIXED ASSETS (Details) - USD ($)	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Property, Plant and Equipment [Line Items]
Less depreciation and amortization	$ (5,396)		$ (1,763)
Total fixed assets, net	44,530	$ 49,028	78,512
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total fixed assets, gross	$ 15,017		15,017
Useful lives	7 years
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total fixed assets, gross	$ 8,782		35,631
Useful lives	5 years
Software Development [Member]
Property, Plant and Equipment [Line Items]
Total fixed assets, gross	$ 26,127		$ 29,627
Useful lives	3 years

FIXED ASSETS (Details Narrative) - USD ($)	9 Months Ended
FIXED ASSETS (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expenses	$ 2,649	$ 1,763

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($)	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Payables and Accruals [Abstract]
Accounts payable	$ 131,210	$ 44,859	$ 62,897
Accrued expenses		$ 118,860	$ 2,179,024

DUE TO RELATED PARTY (Details Narrative) - USD ($)	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Related Party [Member]
Related Party Transaction [Line Items]
Advances related party	$ 8,270,691	$ 2,834,323	$ 212,712

NOTES PAYABLE (Details Narrative) - USD ($)	Jun. 30, 2022	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Short-Term Debt [Line Items]
Purchase of real estate appraised	$ 11,409,500
Notes payable		$ 2,600,000	$ 2,600,000	$ 2,600,000
Two Unsecured Demand Promissory Note [Member]
Short-Term Debt [Line Items]
Debt interest rate	0.00%
First Promissory Note [Member]
Short-Term Debt [Line Items]
Unsecured debt	$ 2,600,000
Second Promissory Note [Member]
Short-Term Debt [Line Items]
Unsecured debt	$ 280,000

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details)	Mar. 31, 2024 USD ($)
Operating Leases - Lessee
Remaining three months ending June 30, 2024	$ 21,929
2025	89,003
2026	90,588
2027	92,220
Thereafter	31,113
Total operating lease payments	324,853
Present value adjustment	(35,953)
Total operating lease liabilities	$ 288,900

SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND WEIGHTED AVERAGE DISCOUNT RATE (Details)	Mar. 31, 2024
Operating Leases - Lessee
Weighted-average remaining lease term, years	3 years 7 months 6 days
Weighted-average discount rate, percentage	7.00%

OPERATING LEASES - LESSEE (Details Narrative) - USD ($)	9 Months Ended
OPERATING LEASES - LESSEE (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Operating Leases - Lessee
Lessee, operating lease, term	5 years
Total operating lease liabilities	$ 288,900
Operating lease liability, current	88,617	$ 200,284
Operating lease costs	$ 65,888	$ 51,246

COMMITMENTS & CONTINGENCIES (Details Narrative)	9 Months Ended
COMMITMENTS & CONTINGENCIES (Details Narrative)	Mar. 31, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Legal proceedings	$ 0

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)				1 Months Ended	3 Months Ended					9 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Dec. 01, 2023	Feb. 13, 2023	Dec. 01, 2022	Jun. 30, 2022	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Mar. 31, 2024	Jun. 30, 2023	Feb. 28, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized					25,000,000					25,000,000	25,000,000
Preferred stock, par value					$ 0.01					$ 0.01	$ 0.01
Preferred stock shares issued					0					0	0
Preferred stock shares outstanding					0					0	0
Common stock, shares authorized					1,000,000,000					1,000,000,000	1,000,000,000
Common stock, par value					$ 0.01					$ 0.01	$ 0.01
Common stock, shares issued					352,237,035					352,237,035	252,227,035
Common stock, shares outstanding					352,237,035					352,237,035	252,227,035
Common stock, shares subscribed but unissued					943,000					943,000	943,000
Value of shares issued for purchase of assets				$ 8,529,500
Shares subscribed adjustment on acquisition, shares			5,210,209
Shares subscribed adjustment on acquisition			$ 265,000					$ 265,000
Stock based compensation					$ 500,000					$ 504,528
Options to purchase of stock		22,500,000			50,000,000
Shares issued price per share					$ 0.01	$ 0.01			$ 1.00	$ 0.01
Shares issued during period, value						$ 500,000			$ 100,000
Restricted stock of common stock		$ 1,000,000			$ 50,000,000		$ 1,000,000
Restricted stock of common stock	50.00%	50.00%			100.00%
Price per share, granted		$ 0.32
Stock Options [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock options issued or outstanding					0		0			0
2022 Omnibus Performance Award Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock options, number of shares authorized												19,977,931
Officer And Director [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Restricted stock of common stock		$ 50,000,000
Restricted stock of common stock		100.00%
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued during period, subscribed value				56,863,334
Shares subscribed adjustment on acquisition, shares								(5,210,209)
Shares subscribed adjustment on acquisition								$ (516,530)
Number of shares issued								51,653,125
Number of shares sold										9,982
Sale of stock price per share					$ 0.44					$ 0.44
Options to purchase of stock						50,000,000			100,000
Shares issued during period, value						$ 500,000			$ 1,000
Restricted stock of common stock							$ 1,000,000
Common Stock [Member] \| Subscription Agreements [Member] \| Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Options to purchase of stock										943,000
Shares issued price per share					1.00					$ 1.00
Shares issued during period, value										$ 943,000
Common Stock [Member] \| Director [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares sold										100,000,000
Sale of stock price per share					$ 0.01					$ 0.01
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants issued or outstanding					0		0			0

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