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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 December 31, 2024

 

OR

 

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

 

For the transition period from ________ to _________

 

Commission File Number: 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 February 25, 2025, there were 384,292,503 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 17
Item 3. Quantitative and Qualitative Disclosures About Market Risk 21
Item 4. Controls and Procedures 22
   
PART II – OTHER INFORMATION  
Item 1. Legal Proceedings 22
Item 1A. Risk Factors 22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 22
Item 3. Defaults Upon Senior Securities 23
Item 4. Mine Safety Disclosures 23
Item 5. Other Information 23
Item 6. Exhibits 23
   
Signatures 24

 

2

 

 

PART I

 

Item 1. Financial Statements

 

Awaysis Capital, Inc.

Consolidated Balance Sheet

 

   December 31, 2024   June 30, 2024 
   (Unaudited)   (Audited) 
ASSETS          
Current assets          
Cash  $34,684   $745,991 
Accounts receivable   97,819    4,284 
Prepaid expenses   56,702    2,931 
Inventory   10,574,177    10,594,936 
Due from related parties   9,388    - 
Due from booking agents   3,676    - 
Total current assets   10,776,446    11,348,142 
           
Non-current assets          
Fixed assets, net   5,286,575    853,940 
Mortgage note receivable   499,933    - 
Operating lease right-of-use asset   226,104    261,564 
Other non-current assets   225,998    19,500 
Total non-current assets   6,238,610    1,135,004 
           
Total Assets  $17,015,056   $12,483,146 
           
Liabilities and Stockholders’ Equity          
           
Current liabilities:          
Accounts payable   233,312    98,200 
Other current liabilities   298,366    75,356 
Current portion of lease liability   89,792    89,003 
Due to related parties  $1,230,253    653,417 
Convertible note payable – related party   3,181,365    1,100,000 
Line of credit payable – related party   2,859,973    - 
Notes payable   2,596,378    2,600,000 
Total current liabilities  $10,489,439   $4,615,976 
           
Operating lease liabilities   145,954    182,649 
Total non-current liabilities   145,954    182,649 
           
Total liabilities   10,635,393    4,798,625 
           
Stockholders’ equity:          
Preferred stock - 25,000,000 shares authorized $0.01 par value none issued and outstanding at December 31, 2024 and June 30, 2024, respectively   -    - 
Common stock – 1,000,000,000 shares authorized $0.01 par value; issued and outstanding common shares at December 31, 2024 and June 30, 2024 were 384,292,103 and 383,958,598, respectively   3,842,921    3,839,586 
Common stock subscribed – $0.01 par value subscribed common shares at December 31, 2024 and June 30, 2024 were 943,000 and 943,000, respectively   9,430    9,430 
Additional paid-in capital   17,584,589    17,384,873 
Accumulated deficit   (14,114,277)   (12,606,368)
Subscription receivable   (943,000)   (943,000)
Total stockholders’ equity   6,379,663    7,684,521 
           
Total Liabilities and Stockholders Equity   17,015,056    12,483,146 

 

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

 

3

 

 

Awaysis Capital, Inc.

Consolidated Statements of Operations

(Unaudited)

 

             
   For the Three Months Ended   For the Six Months Ended 
   December 31,   December 31,   December 31,   December 31, 
   2024   2023   2024   2023 
                 
Revenue  $138,526   $27,100   $182,645   $33,900 
                     
Operating expenses                    
Sales and marketing   60,405    25,015    122,321    28,036 
General and administrative   857,759    630,365    1,506,831    4,165,972 
Total operating expenses   918,164    655,380    1,629,152    4,194,008 
                     
Loss from operations   (779,638)   (628,280)   (1,446,507)   (4,160,108)
                     
Other (income) expense                    
Other (income) expense   1,189    -    (4,660)   - 
Interest expense   33,008    -    66,062    - 
Total other expense   34,197    -    61,402    - 
                     
Net loss before income taxes   (813,835)   (628,280)   (1,507,909)   (4,160,108)
Income taxes                    
                     
Net Loss  $(813,835)  $(628,280)  $(1,507,909)  $(4,160,108)
                     
Basic and diluted per common share amounts:                    
Basic and diluted net loss  $(0.00)  $(0.00)  $(0.00)  $(0.02)
                     
Weighted average number of common shares outstanding                    
(basic and diluted)   383,961,085    266,494,577    368,153,733    259,314,715 

 

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

 

4

 

 

Awaysis Capital, Inc. 

Consolidated Statements of Changes in Stockholders’ Equity 

(Unaudited)

 

                             
       Common   Common       Additional       Total 
   Common   Stock Par   Stock   Subscription   Paid-in   Accumulated   Shareholders’ 
   Stock Shares   Value   Subscribed   Receivable   Capital   Deficit   Equity 
                             
Balance, June 30, 2024   384,901,598   $3,839,586   $9,430   $(943,000)  $18,484,873   $(12,642,933)  $  8,747,956 
Retrospective adjustment from adoption of ASU 2020-06   -     -     -     -     (1,100,000)   -     (1,100,000)
Net income adjustment due to adoption of ASU 2020-06   -     -     -     -     -     36,565    36,565 
Adjusted Balance, June 30, 2024   384,901,598    3,839,586    9,430    (943,000)   17,384,873    (12,606,368)   7,684,521 
Shares issued for professional services   37,456    375    -    -    15,296    -    15,671 
Net loss   -    -    -    -    -    (694,074)   (694,074)
Balance, September 30, 2024   384,939,054   $3,839,961   $9,430   $(943,000)  $17,400,169   $(13,300,442)  $7,006,118 
Shares issued for professional services   296,049    2,960    -     -     184,420    -    187,380 
Net loss   -     -     -     -          (813,835)   (813,835)
Balance, December 31, 2024   385,235,103   $3,842,921   $9,430   $(943,000)  $17,584,589   $(14,114,277)  $6,379,663 
                                    
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 $.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 

 

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

 

5

 

 

Awaysis Capital, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

       
   For the six months Ended 
   December 31, 2024   December 31, 2023 
         
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(1,507,909)  $(4,160,108)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation  $43,046    1,674 
Interest expense   33,000    - 
Stock based compensation  $203,051    - 
Amortization of operating lease right-of-use  $35,460    33,137 
Changes in operating assets and liabilities:          
(Increase) in accounts receivable  $(93,535)   - 
(Increase) in prepaid expenses  $(53,771)   (16,049)
(Increase) decrease in inventory  $(3,412,798)   (146,554)
(Increase) decrease in other current assets  $(3,676)   - 
(Increase) decrease in escrow deposit- real estate  $(206,498)   - 
(Increase) decrease in mortgage receivable  $(499,933)   - 
Increase (decrease) in due to related party  $567,448    3,801,284 
Increase (decrease) in accounts payable  $135,113    56,547 
Increase (decrease) in other current liability  $190,010    - 
Increase (decrease) in accrued expenses  $-    (31,395)
(Decrease) in operating lease liabilities  $(35,906)   (32,819)
Net cash provided (used) by operating activities  $(4,606,898)   (494,283)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Purchase of fixed assets  $(1,042,125)   - 
Sale of fixed assets  $-    1,849 
Net cash used in investing activities  $(1,042,125)   1,849 
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Increase in related party notes payable  $4,941,338    - 
Payment of note payable  $(3,622)   - 
Net proceeds from sale of equity   -    504,528 
Net cash provided by financing activities  $4,937,716    504,528 
           
Net (decrease) in cash  $(711,307)   12,094 
Cash - beginning of year  $745,991    79 
Cash - end of year  $34,684    12,173 

 

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

 

6

 

 

Awaysis Capital, Inc.

Notes to the Consolidated Financial Statements

 

1. NATURE OF OPERATIONS

 

Nature of Business

 

Awaysis Capital, Inc. (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.

 

The Company seeks to own, grow and manage 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.

 

Acquisition of Chial Mountain

 

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

 

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

 

The aggregate estimated purchase price of the Chial Reserve Assets is $5,500,000, subject to potential adjustments, consisting of: (i) $2,400,000 in cash; (ii) a $1,500,000 secured promissory note, dated December 21, 2024, between the Company and Michael Singh, which bears no interest has a maturity date on February 15, 2025, or the up-listing of the Company to the NYSE American; and (iii) a $1,600,000 senior convertible promissory note, dated December 20, 2024, between the Company and Michael Singh, which bears interest at a rate of 3.5% per annum and has a maturity date of June 30, 2025.

 

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

 

Company History

 

The 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.

 

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

 

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

 

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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 Belize LTD, Awaysis Casamora Limited and Awaysis Chial Limited. Additionally, Chial Mountain Ltd., a wholly-owned subsidiary of Awaysis Belize LTD, is included in the consolidation. All significant intercompany balances and transactions have been eliminated in consolidation.

 

Interim Reviewed Financial Statements

 

The accompanying unaudited interim reviewed financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. 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 financial statements should be read in conjunction with the Company’s audited financial statements and the footnotes thereto for the fiscal year ended June 30, 2024 included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and filed on October 11, 2024. 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. The Company will hold payments made by guests to its facilities in advance of reservations in a restricted escrow account until the rescission period expires in accordance with U.S. state regulations.

 

Fair Value Measurements

 

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

 

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

 

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

 

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

 

Our financial accounts consist of accounts receivable, prepaid expenses, accounts payable, accounts payable due to related parties and notes payable. The carrying amount of our accounts receivable, prepaid expenses, accounts payable, accounts payable - related party and notes payable – related party approximate their fair values because of the short-term maturities.

 

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Related Party Transactions

 

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

 

Fixed Assets

 

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

 

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

 

Capitalization of Construction Costs Ceases after Substantial Completion

 

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

 

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

 

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

 

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

 

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

 

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

 

Leases

 

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

 

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

 

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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.

 

As of the quarter ended December 31, 2024, we were party to an operating lease agreement which commenced during the fiscal year ended June 30, 2023.

 

See Note 10 below for details of lessee leases during the six months ended December 31, 2024.

 

Beneficial Conversion Features

 

The Company adopted ASU 2020-06, Debt – Debt with Conversion and options (subtopic 470-20), and all related amendments on July 1, 2025 on a full retrospective basis. This new standard removed guidance in ASC 470-20 that required separate accounting for beneficial conversion features and amended disclosure requirements.

 

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

 

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

 

Foreign Currency

 

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

 

Income Taxes

 

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

 

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

 

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 total booking value is generally due prior to the commencement of the reservation. The total booking value collected in advance of the reservation is recorded on the balance sheets as funds payable to owners, hospitality and sales taxes payable and deferred revenue in the amount obligated to the homeowner, the taxing authority, and the Company, respectively.

 

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The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it 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, and we have identified certain revenue streams during this development stage.

 

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

 

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

 

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

 

Other Services

 

In addition to providing vacation rental platform services, the Company provides other services including real estate brokerage and management services. The purpose of these services is to attract and retain homeowners as customers of the Company’s vacation rental platform. As such, the Company enters into an exclusive rental management contract with each homeowners’ associations it controls. Under the real estate brokerage services, the Company assists home buyers and sellers in listing, marketing, selling and finding homes. Real estate commissions earned by the Company’s real estate brokerage business are recorded as revenue at a point in time which is upon the closing of a real estate transaction (i.e., purchase or sale of a home). The commissions the Company pays to real estate agents are recognized concurrently with associated revenues and presented as cost of revenue in the consolidated statements of operations. Under the homeowners’ association management services, the Company provides or would provide common area property management, community governance, and association accounting services to community and homeowner associations in exchange for a management fee and other incrementally billed 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. Under the specific identification method, if finished real estate inventory can be sold for a profit there is no basis to write down the inventory below the lower of cost or net realizable value.

 

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

 

Impairment Testing (ASC 330)

 

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

 

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

 

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Financial Instruments

 

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

 

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

 

The carrying amounts of financial instruments including cash, accounts payable, and notes payable approximated fair value as of December 31, 2024 due to the relatively short maturity of the respective instruments.

 

Advertising and Marketing Costs

 

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

 

Stock Based Compensation

 

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

 

Net Loss per Share Calculation

 

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

 

Recently Issued Accounting Pronouncements

 

As of December 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.

 

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

 

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

 

3. CASH

 

As of December 31, 2024, our cash balance was $34,684 and as of June 30, 2024 our cash balance was $745,991.

 

4. INVENTORY

 

As of December 31, 2024, our balance of inventory of real estate under construction was $10,574,177 and as of June 30, 2024 the balance was $10,594,936.

 

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5. FIXED ASSETS

 

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

  

      December 31,   June 30, 
   Useful Lives  2024   2024 
Property placed into service  40 years  $4,290,047   $856,491 
Building improvements  15 years   504,107    - 
Site developments  40 years   408,558    - 
Buildings  40 years   77,550    - 
Vehicles  5 years   38,125    - 
Computer and equipment  5 years   21,517    - 
Furniture and fixtures  7 years   16,067    15,017 
Software  3 years   6,536    6,536 
Less depreciation and amortization      (75,932)   (32,886)
Total fixed assets, net     $5,286,575    853,940 

 

The Company recorded depreciation and amortization expense of approximately $43,046 for the six months ended December 31, 2024, and $32,886 for the year ended June 30, 2024, respectively.

 

6. MORTGAGE NOTE RECEIVABLE

 

As of December 31, 2024 and June 30, 2024, the balance of Mortgage Note Receivable was $499,933 and -0-, respectively. The company currently holds three Mortgage Receivable Notes issued in connection with developer-financed Villas at Chial Mountain Reserve. The Notes are recorded at amortized cost, with interest income recognized using the effective rate method.

 

Terms of the Notes:

 

Principal Amounts: $499,933

 

Interest rates: 7% per annum

 

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

 

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

 

Prepayment: Borrower may prepay the outstanding balance in whole or in part without penalty. Prepayments are applied first to accrued interest and then to the principal balance.

 

Accounting Treatment

 

Initial Recognition and Measurement: The Note is initially recognized at its fair value, with subsequent measurement performed at amortized cost using the effective interest rate method.

 

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

 

Credit Losses: There is no credit losses or allowance since title remain with the company until the Notes are paid in full.

 

7. ACCOUNTS PAYABLE

 

As of December 31, 2024 and June 30, 2024, the balance of accounts payable was $233,312 and $98,200, respectively, and related primarily to expenses relating to professional services, construction, SEC filings, outstanding legal expenses and share transfer expenses.

 

8. OTHER CURRENT LIABILITIES

 

Other current liabilities consist of a hospitality tax payable, a security deposit liability, accrued expenses related to payroll and interest, and Chial Reserve Escrow Deposit payables and Chial Reserve homeowners maintenance fees. The balance of other current liabilities as of December 31, 2024, and June 30, 2024 was $298,366 and $75,356, respectively,

 

As of December 31, 2024 the balance consisted of Chial’s escrow deposit payable of $125,000, accrued interest of $77,000, payroll for non-related parties of $62,197, , security deposit liabilities of $17,700, Chial’s homeowners maintenance fees of $13,531, and hospitality tax of $2,938,. As of June 30, 2024, the balance consisted of payroll for non-related parties of $62,197 and accrued interest of $11,000, security deposit liability of $1,700, and hospitality tax of $459.

 

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9. DUE TO RELATED PARTIES

 

As of December 31, 2024 and June 30, 2024, the balance due to related parties was $7,271,591 and $1,753,417, respectively, and related to both costs paid on behalf of the Company and funding to the Company by Harthorne Capital, Inc. (“Harthorne”), an affiliate of the Company and other related party members. The balance due to related parties during the six months ended December 31, 2024, includes all salary and payroll accrual for the Company’s development and administration teams.

 

Between November 15, 2024 and December 20, 2024, the Company borrowed an aggregate of $2,859,973, evidenced by a Secured Promissory Note, dated December 1, 2024 for $3,000,000, under a planned committed line of credit with BOS Investment Inc. to borrow up to an aggregate of $5,000,000. BOS is an affiliate of Michael Singh, the Company’s Chairman and Co-CEO. See details on the Line of Credit in Note 10 – Notes Payable and Convertible Note Payable – Related Party.

 

On June 26, 2024, the Board approved a $1.1 million convertible bridge loan to the Company by Harthorne. See details on the convertible bridge loan in Note 9 – Notes Payable And Convertible Note Payable – Related Party.

 

10. NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLE – RELATED PARTY

 

The Company has notes payable as of December 31, 2024 and June 30, 2024 in the amount of approximately $2,596,378 and $2,600,000, respectively.

 

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

 

Line of Credit – Related Party

 

Between November 15, 2024 and December 20, 2024, the Company borrowed an aggregate of $2,859,973, evidenced by a Secured Promissory Note, dated December 1, 2024, under a planned committed line of credit with BOS Investment Inc. to borrow up to an aggregate of $5,000,000. BOS is an affiliate of Michael Singh, the Company’s Chairman and Co-CEO. The Company used a portion of the proceeds from the loan for the acquisition of Awaysis Belize LTD, another affiliate of Mr. Singh, and expects to use additional proceeds for other targeted acquisitions, and to further develop the Company’s Awaysis Casamora Assets.

 

Interest on the note portion of the loan is 3.5% per annum (subject to late payment penalties), and the principal and interest on the note shall be paid as follows:

 

1.$110,000, originally on or before December 20, 2024, which the parties have agreed, shall be deferred until on or before February 15, 2025 or upon available funding.
   
2.$2,500,000 on or before February 15, 2025 or upon the uplist to NYSE American; and
   
3.The balance of the principal and interest to be paid on or before June 1, 2025.

 

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

 

Convertible Note Payable – Related Party

 

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

 

On December 20, 2024, the company executed a convertible note payable to Michael Singh for the purchase of the stocks of Awaysis Belize LTD in the amount of $2,081,365 subject to a true-up of the purchase price

 

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

 

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

 

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

 

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

 

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

 

After the adoption of ASU 2020-06, the balance of the convertible note payable is $1,100,000 as of December 31, 2024 and June 30, 2024.

 

Balance Sheet

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

 

11. OPERATING LEASES - LESSEE

 

The Company has an operating lease for office space, with a term of 5 years. As of December 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:

  

   December 31, 
   2024 
     
Remaining six months ending June 30, 2025  $44,630 
2026   90,588 
2027   92,220 
Thereafter   31,113 
Total operating lease payments   258,551 
Present value adjustment   (22,806)
Total operating lease liabilities  $235,745 

 

As of December 31, 2024, the total operating lease liability amount of $235,745 consists of current and long-term portion of operating lease liabilities of $89,792 and $145,954 respectively.

 

Operating lease costs were $43,925 and $87,851 for the six months ended December 31, 2024 and the year ended June 30, 2024, respectively.

 

The following table summarizes the weighted-average remaining lease term and weighted-average discount rate related to the Company’s operating leases as of December 31, 2024:

 

   December 31, 
   2024 
     
Weighted-average remaining lease term, years   2.8 
Weighted-average discount rate, %   7.0%

 

12. COMMITMENTS & CONTINGENCIES

 

Legal Proceedings

 

We were not subject to any legal proceedings during the six months ended December 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 six months ended December 31, 2024.

 

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13. STOCKHOLDERS’ EQUITY

 

Preferred Stock

 

As of December 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 six months ended December 31, 2024 or the year ended June 30, 2024.

 

Common Stock

 

As of December 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 384,292,103 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.

 

During the three and six months ended December 31, 2024 the company accounted for the issuance of 296,049 common shares in the amount of $187,380 and 333,505 common shares in the amount of $203,051, respectively.

 

The Company issued all shares for payment of professional services.

 

As of December 31, 2024, the Company has entered into subscription agreements with investors in a private offering, for 943,000 shares, at a price per share of $1.00 for $943,000, and has a subscription receivable in the Consolidated Balance Sheet.

 

During the fiscal year ended June 30, 2024, the Company issued 131,731,545 common shares in the amount of $8,857,679. From this amount, the Company issued 3,589,239 shares for payment of professional services in the amount of $918,349. The Company issued 28,142,306 shares for director equity compensation in the amount of $6,939,330, and paid a discounted director bonus of 100,000,000 shares in the amount of $1,000,000.

 

The Company has the following potentially dilutive debt or equity instruments which were issued or outstanding during the six months ended December 31, 2024, or for the year ended June 30, 2024:

 

  On June 26, 2024, the Board approved a $1.1 million convertible bridge loan to the Company by Harthorne, bearing an annual interest rate of 12%. The note is due June 19, 2025, unless sooner paid in full or converted in accordance with the terms of conversion at $.30 per share.
     
  On December 20, 2024, the Company executed a convertible note payable to Michael Singh for the purchase of the stock of Awaysis Belize LTD in the amount of $2,081,365 subject to a true-up of the purchase price.

 

The Company has not declared or paid any dividends or returned any capital to common stock shareholders as of December 31, 2024, or for the year ended June 30, 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. No stock options under the Plan were issued or outstanding during the six months ended December 31, 2024 or for the year ended June 30, 2024.

 

On February 13, 2023, the Company awarded to certain of its executive officers, options to purchase an aggregate of 22,500,000 shares of the Company’s stock at an exercise price per share equal to the fair market value of the Company’s common stock on the date of the grant, $0.32 per share; all of which are currently exercisable and outstanding as of December 31, 2024. No expense has been recorded under ASC 718 as there is no compensation expense to be recognized. The expense for stock options is based on the fair value of the options at the grant date and this fair value is determined to be zero.

 

14. SUBSEQUENT EVENTS

 

The Company evaluated subsequent events after December 31, 2024, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined the following subsequent event is required to be disclosed:

 

On January 30, 2025, Chial Mountain assigned an Agreement, dated December 20, 2024 to Awaysis Belize LTD, granting Awaysis Belize LTD the right until May 28, 2025 to purchase an aggregate of approximately 157 acres of property in the Cayo District of Belize, adjacent to the Chial Reserve Assets for an aggregate purchase price of approximately $408,000. This includes an escrow deposit held by Century 21.

 

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

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward-Looking Statements

 

The following discussion should be read in conjunction with our unaudited financial statements and related notes included in Item 1, “Financial Statements,” of this Quarterly Report on Form 10-Q. Certain information contained in this MD&A includes “forward-looking statements.” Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition and results of operations, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our existing and proposed business, including many assumptions regarding future events. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors, including those risks described in detail in the section entitled “Risk Factors” on our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, filed with the Securities and Exchange Commission on October 11, 2024.

 

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.

 

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

 

At least initially, we are seeking to develop 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 to individual buyers and put them in a rental pool that we would manage.

 

We seek to own, grow and manage 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. We intend to focus these efforts on shovel-ready properties and/or other assets that we believe can be used to optimize sales and rental revenues.

 

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Revenues

 

Our business is expected to encompass a diverse range of activities, including real estate development and sales, hospitality rentals, resort operations, and club management. We anticipate generating revenues from the following primary sources:

 

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

 

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

 

As of December 31, 2024, our revenue consists primarily of monthly rental income of villas and commission from the rental of real property.

 

Sales and Marketing Expenses

 

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

 

General and Administrative Expenses

 

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

 

Results of Operations

 

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

 

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

 

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

 

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

 

Revenues

 

We recognized revenue of $138,526 and $27,100 - during the three months ended December 31, 2024, and 2023, respectively. Revenue generated during the three months ended December 31, 2024 consisted of monthly rental income and commissions from short term property rentals. Revenue generated during the three months ended December 31, 2023 also consisted of monthly rental income from property rentals. The increase in revenue from the three months ended December 31, 2023 to 2024 was a result of having units available for rent in 2024 that were not available in the prior year period and the additional rental income from the recent purchase of Chial Reserve.

 

Sales and Marketing Expenses

 

During the three months ended December 31, 2024 and 2023, we incurred sales and marketing expenses of $60,405 and $25,015, respectively, consisting of marketing and support of our products and services, promotional and public relations expenses, and management and administration expenses in support of rental offerings and marketing. The increase in sales and marketing expenses from the three months ended December 31, 2023 to 2024 is due to an increased focus on marketing expenses as construction is completed and units become available for rent.

 

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General and Administrative Expenses

 

During the three months ended December 31, 2024 and 2023, we incurred general and administrative expenses of $857,759 and $630,365, respectively, consisting of audit and accounting fees, travel and entertainment, payroll and employee benefits, legal fees, filing fees and transfer agent fees, all relating to both sustaining the corporate existence of the Company and public company-related expenses and its continued transitioning from being a shell company to an operating company. The increase in general and administrative expenses from the three months ended December 31, 2023 to 2024 mostly relates to an increase in professional and SEC fees, insurance and utilities.

 

Operating Loss

 

During the three months ended December 31, 2024 and 2023, we recognized operating losses of $(779,638) and $(628,280), respectively. These losses were primarily attributable to the Company transitioning from being a shell company to an operating company under its current management and brand along with the deployment of its sales, marketing, and acquisition initiatives. The increase in operating loss from the three months ended December 31, 2023 to 2024 was a result of increased expenses related to G&A and Sales and Marketing expenses, offset by increased revenue from units being available for rent, and other details as described in this section.

 

Other Income (Expenses)

 

During the three months ended December 31, 2024 and 2023, we incurred net other expense of $34,197 and $0, respectively, consisting of interest expense of $33,008 and a change in foreign exchange of $1,189.

 

Net Loss

 

During the three months ended December 31, 2024 and 2023, we recognized net losses of $(813,835) and $(628,280), respectively. These losses were primarily attributable to accounting, marketing, legal, payroll and employee benefits, filing fees and transfer agent fees to sustaining the corporate existence of the Company and public company related expenses, and the continued transitioning from being a shell company to an operating company. The increase in net loss from the three months ended December 31, 2023 to 2024 was a result of increased expenses related to G&A and Sales and Marketing expenses offset by increased revenue from units being available for rent, and other details as described above.

 

Six Months Ended December 31, 2024, as Compared to December 31, 2023

 

Revenues

 

During the six months ended December 31, 2024, and 2023, we recognized revenue of $182,645 and $33,900, respectively. Revenue generated during the six months ended December 31, 2024 consisted of monthly rental income and commissions from short term property rentals. Revenue generated during the six months ended December 31, 2023 also consisted of monthly rental income from property rentals. The increase in revenue from the six months ended September 2023 to 2024 was a result of having units available for rent in 2024 that were not available in the prior year period and the addition of Chial Reserve rental income.

 

Sales and Marketing Expenses

 

During the six months ended December 31, 2024 and 2023, we incurred sales and marketing expenses of $122,321 and $28,036, respectively, consisting of marketing and support of our products and services, promotional and public relations expenses, and management and administration expenses in support of rental offerings and marketing. The increase in sales and marketing expenses from the six months ended December 31, 2023 to 2024 is due to an increased focus on marketing expenses as construction is completed and units become available for rent.

 

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General and Administrative Expenses

 

During the six months ended December 31, 2024 and 2023, we incurred general and administrative expenses of $1,506,831 and $4,165,972, respectively, consisting of audit and accounting fees, travel and entertainment, payroll and employee benefits, legal fees, filing fees and transfer agent fees, all relating to both sustaining the corporate existence of the Company and public company-related expenses and its continued transitioning from being a shell company to an operating company. The decrease in general and administrative expenses from the six months ended December 31, 2023 to 2024 mostly relates to bonuses of over $2.6 million paid during the six months ended December 31, 2023 that were not included during the six months ended December 31, 2024.

 

Operating Loss

 

During the six months ended December 31, 2024 and 2023, we recognized operating losses of $(1,446,507) and $(4,160,108), respectively. These losses were primarily attributable to the Company transitioning from being a shell company to an operating company under its current management and brand along with the deployment of its sales, marketing, and acquisition initiatives. The decrease in operating loss from the six months ended December 31, 2023 to 2024 was a result of decreased expenses related to salary and payroll bonuses, increased revenue from units being available for rent, and other details as described in this section.

 

Other Income (Expenses)

 

During the six months ended December 31, 2024 and 2023, we incurred net other expense of $61,402 and $0, respectively, consisting of interest expense of $66,062 offset by other income of foreign exchange gains and interest earned of $4,660

 

Net Loss

 

During the six months ended December 31, 2024 and 2023, we recognized net losses of $(1,507,909) and $(4,160,108), respectively. These losses were primarily attributable to accounting, marketing, legal, payroll and employee benefits, filing fees and transfer agent fees to sustaining the corporate existence of the Company and public company related expenses, and the continued transitioning from being a shell company to an operating company. The decrease in net loss from the six months ended December 31, 2023 to 2024 was a result of decreased expenses related to salary and payroll bonuses, increased revenue from units being available for rent, and other details as described above.

 

Liquidity and Capital Resources

 

As of December 31, 2024, we had cash of $34,684 and had a positive working capital of $287,007, which was mainly from the issuance of shares for real estate inventory, the sale of shares from our private placement of common stock, and the June 2024 loan of $1,100,000 to the Company from an affiliate. We have sufficient cash or commitments for funding to satisfy our basic operations for at least 12 months, and expect the anticipated cost of development of our first properties to come from the $5 million line of credit commitment we expect to consummate in full in the first half of calendar 2025, and of which through the filing date of this Quarterly Report on Form 10-Q we borrowed an aggregate of approximately $3,000,000. We will need to raise additional cash to satisfy our medium and long-term requirements.

 

Historically, an affiliate shareholder has advanced funds on our behalf as we have required for the Company to become, and remain, a fully reporting public company while seeking to create value for shareholders. The shareholder has indicated its intention to continue to do so and most recently loaned $1,100,000 to the Company; provided, however, that such intentions do not represent a binding commitment by the affiliate shareholder and there is no guarantee that it will be able to provide the funding necessary to achieve this objective. To date, the affiliate shareholder has advanced an aggregate of approximately $309,501 on behalf of the Company to cover certain of the Company’s expenses and loaned an additional $1,100,000 for bridge financing. A different entity, which is an affiliate of one of our Co-CEOs, is the lender under our $5 million line of credit commitment. The affiliate is also the lender under two promissory notes, in the aggregate principal amount of $3.1 million, we issued as partial payment for the Chial Reserve assets.

 

Raising debt or equity funding for small publicly quoted, penny stock companies is extremely challenging. We can provide no assurance that funding 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 acquisition and construction capital when it becomes needed, we may be required to make reductions in our acquisition strategy, and/or suspend or curtail planned acquisitions and developments. Any of these actions could materially harm our existing and 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 generation of rental revenues, sale of shares of our capital stock to third parties, and advances from our affiliate shareholder or other affiliates. While we are seeking to raise up to $10 million through the sale of our common stock or through other offerings of securities, we cannot assure you we will be successful in raising any or all of such capital and in meeting our working capital needs. Since November 23, 2021, we raised an aggregate of $1,918,000 in our private placement, and we can give no assurance that we will be successful in raising the remaining funds being sought, including 943,000 shares of common stock that were subscribed, contractually obligated and committed to be issued but have not yet been issued pending payment therefor. We have also issued shares of our common stock in lieu of cash to cover compensation obligations to our executives. The capital raises from issuances of equity securities or other issuances has resulted in and 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.

 

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

 

    Six months ended  
    December 31,  
    2024       2023  
Cash used in operating activities $ (4,606,898)     $ (494,283)  
Cash provided by investing activities   (1,042,125)     1,849
Cash provided by financing activities   4,937,716     504,528
Change in cash $ (711,307) $ 12,094

 

Cash Flows from Operating Activities

 

Net cash flows used in operating activities were $(4,606,898) and $(494,283) for the six months ended December 31, 2024 and 2023, respectively. The net cash used in operations primarily consisted of the selling, marketing, and general and administrative expenses that resulted from the company recently going operational, transferring of inventory assets to assets placed in service as the units become available for rent, and issuance of stock for services provided and payroll.

 

Cash Flows from Investing Activities

 

During the six months ended December 31, 2024 and 2023, net cash flow used for investing activities was $(1,042,125) and $1,849 respectively. This consisted of payments for building improvements related to assets that have been placed in service and the purchase of Chial Reserve Assets.

 

Cash Flows from Financing Activities

 

For the six months ended December 31, 2024 and 2023, net cash from financing activities was $4,937,716 and $504,028, respectively.

 

This consisted of the line of credit from BOS investments of $2,859,973 and convertible loan related party of $2,081,365 and a payment on a note payable of $3,622.

 

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

 

Critical Accounting Policies

 

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

 

Inventories

 

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

 

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

 

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

 

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

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not required.

 

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Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

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

 

As of December 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 December 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 and continued 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 11, 2024.

 

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.

 

In October and November 2024, the Company issued 296,049 shares of its common stock as consideration for services rendered. These shares include 290,152 shares actually issued and 5,897 shares that are paid and pending issue as of December 31, 2024. The securities were issued in private transactions in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act, as transactions not involving any public offering.

 

22

 

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

During the six months ended December 31, 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)
     
10.1   Promissory Note with BOS Investment Inc. (3)
     
10.2  

Secured Promissory Note with BOS Investment Inc., dated December 1, 2024 (4)

     
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.

 

(3)Incorporated by reference from the exhibit included in the Company’s Current Report on Form 8-K filed with the SEC on November 19, 2024.
  
(4)

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

 

23

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    AWAYSIS CAPITAL, INC.
     
Date: February 26, 2025   /s/ Michael Singh
    Michael Singh
    Co-Chief Executive Officer
    (Co-Principal Executive Officer)
     
Date: February 26, 2025   /s/ Andrew Trumbach
    Andrew Trumbach
    Co-Chief Executive Officer and Chief Financial Officer
    (Co-Principal Executive Officer, Principal Financial and Accounting Officer)

 

24

 

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.

 

February 26, 2025 By: /s/ Michael Singh
    Michael Singh
    Co-Chief Executive Officer
    (Co-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.;

 

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.

 

February 26, 2025 By: /s/ Andrew Trumbach
    Andrew Trumbach
    Co-Chief Executive Officer and Chief Financial Officer
    (Co-Principal Executive 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 December 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 December 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 December 31, 2024, fairly presents, in all material respects, the financial condition and results of operations of Awaysis Capital, Inc.

 

February 26, 2025 By: /s/ Michael Singh
    Michael Singh
    Co-Chief Executive Officer
    (Co-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 December 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 December 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 December 31, 2024, fairly presents, in all material respects, the financial condition and results of operations of Awaysis Capital, Inc.

 

February 26, 2025 By: /s/ Andrew Trumbach
    Andrew Trumbach
    Co-Chief Executive Officer and Chief Financial Officer
    (Co-Principal Executive Officer, Principal Financial and Accounting
    Officer)

 

 

v3.25.0.1
Cover - $ / shares
6 Months Ended
Dec. 31, 2024
Feb. 25, 2025
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Dec. 31, 2024  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2025  
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   384,292,503
Entity Listing, Par Value Per Share $ 0.01  
v3.25.0.1
Consolidated Balance Sheet - USD ($)
Dec. 31, 2024
Jun. 30, 2024
Current assets    
Cash $ 34,684 $ 745,991
Accounts receivable 97,819 4,284
Prepaid expenses 56,702 2,931
Inventory 10,574,177 10,594,936
Total current assets 10,776,446 11,348,142
Non-current assets    
Fixed assets, net 5,286,575 853,940
Mortgage note receivable 499,933
Operating lease right-of-use asset 226,104 261,564
Other non-current assets 225,998 19,500
Total non-current assets 6,238,610 1,135,004
Total Assets 17,015,056 12,483,146
Current liabilities:    
Accounts payable 233,312 98,200
Current portion of lease liability 89,792 89,003
Total current liabilities 10,489,439 4,615,976
Operating lease liabilities 145,954 182,649
Total non-current liabilities 145,954 182,649
Total liabilities 10,635,393 4,798,625
Stockholders’ equity:    
Preferred stock - 25,000,000 shares authorized $0.01 par value none issued and outstanding at December 31, 2024 and June 30, 2024, respectively
Common stock – 1,000,000,000 shares authorized $0.01 par value; issued and outstanding common shares at December 31, 2024 and June 30, 2024 were 384,292,103 and 383,958,598, respectively 3,842,921 3,839,586
Common stock subscribed – $0.01 par value subscribed common shares at December 31, 2024 and June 30, 2024 were 943,000 and 943,000, respectively 9,430 9,430
Additional paid-in capital 17,584,589 17,384,873
Accumulated deficit (14,114,277) (12,606,368)
Subscription receivable (943,000) (943,000)
Total stockholders’ equity 6,379,663 7,684,521
Total Liabilities and Stockholders Equity 17,015,056 12,483,146
Related Party [Member]    
Current assets    
Due from related parties 9,388
Current liabilities:    
Other current liabilities 1,230,253 653,417
Notes payable 3,181,365 1,100,000
Line of credit payable – related party 2,859,973
Booking Agents [Member]    
Current assets    
Due from related parties 3,676
Nonrelated Party [Member]    
Current liabilities:    
Other current liabilities 298,366 75,356
Notes payable $ 2,596,378 $ 2,600,000
v3.25.0.1
Consolidated Balance Sheet (Parenthetical) - $ / shares
Dec. 31, 2024
Jun. 30, 2024
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 384,292,103 383,958,598
Common stock, shares outstanding 384,292,103 383,958,598
Common stock subscribed, par value $ 0.01 $ 0.01
Common stock, subscribed shares 943,000 943,000
v3.25.0.1
Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Income Statement [Abstract]        
Revenue $ 138,526 $ 27,100 $ 182,645 $ 33,900
Operating expenses        
Sales and marketing 60,405 25,015 122,321 28,036
General and administrative 857,759 630,365 1,506,831 4,165,972
Total operating expenses 918,164 655,380 1,629,152 4,194,008
Loss from operations (779,638) (628,280) (1,446,507) (4,160,108)
Other (income) expense        
Other (income) expense 1,189 (4,660)
Interest expense 33,008 66,062
Total other expense 34,197 61,402
Net loss before income taxes (813,835) (628,280) (1,507,909) (4,160,108)
Net Loss $ (813,835) $ (628,280) $ (1,507,909) $ (4,160,108)
Basic and diluted per common share amounts:        
Basic net loss $ (0.00) $ (0.00) $ (0.00) $ (0.02)
Diluted net loss $ (0.00) $ (0.00) $ (0.00) $ (0.02)
Weighted average number of common shares outstanding (basic) 383,961,085 266,494,577 368,153,733 259,314,715
Weighted average number of common shares outstanding (diluted) 383,961,085 266,494,577 368,153,733 259,314,715
v3.25.0.1
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, 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 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 loss           (4,160,108)
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          
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          
Shares issued for professional services, shares           3,589,239
Net loss           $ (7,056,911)
Balance at Jun. 30, 2024 $ 3,839,586 9,430 (943,000) 17,384,873 (12,606,368) 7,684,521
Balance, shares at Jun. 30, 2024 384,901,598          
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          
Shares issued for professional services $ 100 4,428 4,528
Shares issued for professional services, shares 9,982          
Net loss (628,280) (628,280)
Shares issued $ 500,000 500,000
Shares issued, shares 50,000,000          
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          
Balance at Jun. 29, 2024 $ 3,839,586 9,430 (943,000) 18,484,873 (12,642,933) 8,747,956
Balance, shares at Jun. 29, 2024 384,901,598          
Retrospective adjustment from adoption of ASU 2020-06 | Accounting Standards Update 2020-06 [Member] (1,100,000) (1,100,000)
Net income adjustment due to adoption of ASU 2020-06 | Accounting Standards Update 2020-06 [Member] 36,565 36,565
Balance at Jun. 30, 2024 $ 3,839,586 9,430 (943,000) 17,384,873 (12,606,368) 7,684,521
Balance, shares at Jun. 30, 2024 384,901,598          
Shares issued for professional services $ 375 15,296 15,671
Shares issued for professional services, shares 37,456          
Net loss (694,074) (694,074)
Balance at Sep. 30, 2024 $ 3,839,961 9,430 (943,000) 17,400,169 (13,300,442) 7,006,118
Balance, shares at Sep. 30, 2024 384,939,054          
Balance at Jun. 30, 2024 $ 3,839,586 9,430 (943,000) 17,384,873 (12,606,368) 7,684,521
Balance, shares at Jun. 30, 2024 384,901,598          
Net loss           (1,507,909)
Shares issued $ 203,051          
Shares issued, shares 333,505          
Balance at Dec. 31, 2024 $ 3,842,921 9,430 (943,000) 17,584,589 (14,114,277) 6,379,663
Balance, shares at Dec. 31, 2024 385,235,103          
Balance at Sep. 30, 2024 $ 3,839,961 9,430 (943,000) 17,400,169 (13,300,442) 7,006,118
Balance, shares at Sep. 30, 2024 384,939,054          
Shares issued for professional services $ 2,960 184,420 187,380
Shares issued for professional services, shares 296,049          
Net loss   (813,835) (813,835)
Shares issued $ 187,380          
Shares issued, shares 296,049          
Balance at Dec. 31, 2024 $ 3,842,921 $ 9,430 $ (943,000) $ 17,584,589 $ (14,114,277) $ 6,379,663
Balance, shares at Dec. 31, 2024 385,235,103          
v3.25.0.1
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical)
Dec. 31, 2023
$ / shares
Statement of Stockholders' Equity [Abstract]  
Price per share, issued par value $ 0.01
v3.25.0.1
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:              
Net loss $ (813,835) $ (694,074) $ (628,280) $ (3,531,828) $ (1,507,909) $ (4,160,108) $ (7,056,911)
Adjustments to reconcile net loss to net cash used in operating activities:              
Depreciation         43,046 1,674  
Interest expense         33,000  
Stock based compensation         203,051  
Amortization of operating lease right-of-use         35,460 33,137  
Changes in operating assets and liabilities:              
(Increase) in accounts receivable         (93,535)  
(Increase) in prepaid expenses         (53,771) (16,049)  
(Increase) decrease in inventory         (3,412,798) (146,554)  
(Increase) decrease in other current assets         (3,676)  
(Increase) decrease in escrow deposit- real estate         (206,498)  
(Increase) decrease in mortgage receivable         (499,933)  
Increase (decrease) in due to related party         567,448 3,801,284  
Increase (decrease) in accounts payable         135,113 56,547  
Increase (decrease) in other current liability         190,010  
Increase (decrease) in accrued expenses         (31,395)  
(Decrease) in operating lease liabilities         (35,906) (32,819)  
Net cash provided (used) by operating activities         (4,606,898) (494,283)  
CASH FLOWS FROM INVESTING ACTIVITIES:              
Purchase of fixed assets         (1,042,125)  
Sale of fixed assets         1,849  
Net cash used in investing activities         (1,042,125) 1,849  
CASH FLOWS FROM FINANCING ACTIVITIES:              
Increase in related party notes payable         4,941,338  
Payment of note payable         (3,622)  
Net proceeds from sale of equity         504,528  
Net cash provided by financing activities         4,937,716 504,528  
Net (decrease) in cash         (711,307) 12,094  
Cash - beginning of year   $ 745,991   $ 79 745,991 79 79
Cash - end of year $ 34,684   $ 12,173   $ 34,684 $ 12,173 $ 745,991
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
Pay vs Performance Disclosure [Table]              
Net Income (Loss) $ (813,835) $ (694,074) $ (628,280) $ (3,531,828) $ (1,507,909) $ (4,160,108) $ (7,056,911)
v3.25.0.1
Insider Trading Arrangements
6 Months Ended
Dec. 31, 2024
Insider Trading Arrangements [Line Items]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.0.1
NATURE OF OPERATIONS
6 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NATURE OF OPERATIONS

1. NATURE OF OPERATIONS

 

Nature of Business

 

Awaysis Capital, Inc. (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.

 

The Company seeks to own, grow and manage 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.

 

Acquisition of Chial Mountain

 

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

 

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

 

The aggregate estimated purchase price of the Chial Reserve Assets is $5,500,000, subject to potential adjustments, consisting of: (i) $2,400,000 in cash; (ii) a $1,500,000 secured promissory note, dated December 21, 2024, between the Company and Michael Singh, which bears no interest has a maturity date on February 15, 2025, or the up-listing of the Company to the NYSE American; and (iii) a $1,600,000 senior convertible promissory note, dated December 20, 2024, between the Company and Michael Singh, which bears interest at a rate of 3.5% per annum and has a maturity date of June 30, 2025.

 

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

 

Company History

 

The 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.

 

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

 

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

 

 

v3.25.0.1
SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
SIGNIFICANT ACCOUNTING POLICIES

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 Belize LTD, Awaysis Casamora Limited and Awaysis Chial Limited. Additionally, Chial Mountain Ltd., a wholly-owned subsidiary of Awaysis Belize LTD, is included in the consolidation. All significant intercompany balances and transactions have been eliminated in consolidation.

 

Interim Reviewed Financial Statements

 

The accompanying unaudited interim reviewed financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. 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 financial statements should be read in conjunction with the Company’s audited financial statements and the footnotes thereto for the fiscal year ended June 30, 2024 included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and filed on October 11, 2024. 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. The Company will hold payments made by guests to its facilities in advance of reservations in a restricted escrow account until the rescission period expires in accordance with U.S. state regulations.

 

Fair Value Measurements

 

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

 

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

 

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

 

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

 

Our financial accounts consist of accounts receivable, prepaid expenses, accounts payable, accounts payable due to related parties and notes payable. The carrying amount of our accounts receivable, prepaid expenses, accounts payable, accounts payable - related party and notes payable – related party approximate their fair values because of the short-term maturities.

 

 

Related Party Transactions

 

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

 

Fixed Assets

 

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

 

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

 

Capitalization of Construction Costs Ceases after Substantial Completion

 

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

 

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

 

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

 

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

 

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

 

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

 

Leases

 

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

 

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

 

 

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

 

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

 

As of the quarter ended December 31, 2024, we were party to an operating lease agreement which commenced during the fiscal year ended June 30, 2023.

 

See Note 10 below for details of lessee leases during the six months ended December 31, 2024.

 

Beneficial Conversion Features

 

The Company adopted ASU 2020-06, Debt – Debt with Conversion and options (subtopic 470-20), and all related amendments on July 1, 2025 on a full retrospective basis. This new standard removed guidance in ASC 470-20 that required separate accounting for beneficial conversion features and amended disclosure requirements.

 

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

 

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

 

Foreign Currency

 

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

 

Income Taxes

 

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

 

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

 

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 total booking value is generally due prior to the commencement of the reservation. The total booking value collected in advance of the reservation is recorded on the balance sheets as funds payable to owners, hospitality and sales taxes payable and deferred revenue in the amount obligated to the homeowner, the taxing authority, and the Company, respectively.

 

 

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

 

Step 1: Identify the contract(s) with customers

 

Step 2: Identify the performance obligations in the contract

 

Step 3: Determine the transaction price

 

Step 4: Allocate the transaction price to performance obligations

 

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

 

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

 

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

 

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

 

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

 

Other Services

 

In addition to providing vacation rental platform services, the Company provides other services including real estate brokerage and management services. The purpose of these services is to attract and retain homeowners as customers of the Company’s vacation rental platform. As such, the Company enters into an exclusive rental management contract with each homeowners’ associations it controls. Under the real estate brokerage services, the Company assists home buyers and sellers in listing, marketing, selling and finding homes. Real estate commissions earned by the Company’s real estate brokerage business are recorded as revenue at a point in time which is upon the closing of a real estate transaction (i.e., purchase or sale of a home). The commissions the Company pays to real estate agents are recognized concurrently with associated revenues and presented as cost of revenue in the consolidated statements of operations. Under the homeowners’ association management services, the Company provides or would provide common area property management, community governance, and association accounting services to community and homeowner associations in exchange for a management fee and other incrementally billed 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. Under the specific identification method, if finished real estate inventory can be sold for a profit there is no basis to write down the inventory below the lower of cost or net realizable value.

 

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

 

Impairment Testing (ASC 330)

 

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

 

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

 

 

Financial Instruments

 

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

 

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

 

The carrying amounts of financial instruments including cash, accounts payable, and notes payable approximated fair value as of December 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.

 

Stock Based Compensation

 

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

 

Net Loss per Share Calculation

 

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

 

Recently Issued Accounting Pronouncements

 

As of December 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.

 

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

 

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

 

v3.25.0.1
CASH
6 Months Ended
Dec. 31, 2024
Cash and Cash Equivalents [Abstract]  
CASH

3. CASH

 

As of December 31, 2024, our cash balance was $34,684 and as of June 30, 2024 our cash balance was $745,991.

 

v3.25.0.1
INVENTORY
6 Months Ended
Dec. 31, 2024
Inventory Disclosure [Abstract]  
INVENTORY

4. INVENTORY

 

As of December 31, 2024, our balance of inventory of real estate under construction was $10,574,177 and as of June 30, 2024 the balance was $10,594,936.

 

 

v3.25.0.1
FIXED ASSETS
6 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
FIXED ASSETS

5. FIXED ASSETS

 

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

  

      December 31,   June 30, 
   Useful Lives  2024   2024 
Property placed into service  40 years  $4,290,047   $856,491 
Building improvements  15 years   504,107    - 
Site developments  40 years   408,558    - 
Buildings  40 years   77,550    - 
Vehicles  5 years   38,125    - 
Computer and equipment  5 years   21,517    - 
Furniture and fixtures  7 years   16,067    15,017 
Software  3 years   6,536    6,536 
Less depreciation and amortization      (75,932)   (32,886)
Total fixed assets, net     $5,286,575    853,940 

 

The Company recorded depreciation and amortization expense of approximately $43,046 for the six months ended December 31, 2024, and $32,886 for the year ended June 30, 2024, respectively.

 

v3.25.0.1
MORTGAGE NOTE RECEIVABLE
6 Months Ended
Dec. 31, 2024
Receivables [Abstract]  
MORTGAGE NOTE RECEIVABLE

6. MORTGAGE NOTE RECEIVABLE

 

As of December 31, 2024 and June 30, 2024, the balance of Mortgage Note Receivable was $499,933 and -0-, respectively. The company currently holds three Mortgage Receivable Notes issued in connection with developer-financed Villas at Chial Mountain Reserve. The Notes are recorded at amortized cost, with interest income recognized using the effective rate method.

 

Terms of the Notes:

 

Principal Amounts: $499,933

 

Interest rates: 7% per annum

 

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

 

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

 

Prepayment: Borrower may prepay the outstanding balance in whole or in part without penalty. Prepayments are applied first to accrued interest and then to the principal balance.

 

Accounting Treatment

 

Initial Recognition and Measurement: The Note is initially recognized at its fair value, with subsequent measurement performed at amortized cost using the effective interest rate method.

 

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

 

Credit Losses: There is no credit losses or allowance since title remain with the company until the Notes are paid in full.

 

v3.25.0.1
ACCOUNTS PAYABLE
6 Months Ended
Dec. 31, 2024
Payables and Accruals [Abstract]  
ACCOUNTS PAYABLE

7. ACCOUNTS PAYABLE

 

As of December 31, 2024 and June 30, 2024, the balance of accounts payable was $233,312 and $98,200, respectively, and related primarily to expenses relating to professional services, construction, SEC filings, outstanding legal expenses and share transfer expenses.

 

v3.25.0.1
OTHER CURRENT LIABILITIES
6 Months Ended
Dec. 31, 2024
Other Liabilities Disclosure [Abstract]  
OTHER CURRENT LIABILITIES

8. OTHER CURRENT LIABILITIES

 

Other current liabilities consist of a hospitality tax payable, a security deposit liability, accrued expenses related to payroll and interest, and Chial Reserve Escrow Deposit payables and Chial Reserve homeowners maintenance fees. The balance of other current liabilities as of December 31, 2024, and June 30, 2024 was $298,366 and $75,356, respectively,

 

As of December 31, 2024 the balance consisted of Chial’s escrow deposit payable of $125,000, accrued interest of $77,000, payroll for non-related parties of $62,197, , security deposit liabilities of $17,700, Chial’s homeowners maintenance fees of $13,531, and hospitality tax of $2,938,. As of June 30, 2024, the balance consisted of payroll for non-related parties of $62,197 and accrued interest of $11,000, security deposit liability of $1,700, and hospitality tax of $459.

 

 

v3.25.0.1
DUE TO RELATED PARTIES
6 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
DUE TO RELATED PARTIES

9. DUE TO RELATED PARTIES

 

As of December 31, 2024 and June 30, 2024, the balance due to related parties was $7,271,591 and $1,753,417, respectively, and related to both costs paid on behalf of the Company and funding to the Company by Harthorne Capital, Inc. (“Harthorne”), an affiliate of the Company and other related party members. The balance due to related parties during the six months ended December 31, 2024, includes all salary and payroll accrual for the Company’s development and administration teams.

 

Between November 15, 2024 and December 20, 2024, the Company borrowed an aggregate of $2,859,973, evidenced by a Secured Promissory Note, dated December 1, 2024 for $3,000,000, under a planned committed line of credit with BOS Investment Inc. to borrow up to an aggregate of $5,000,000. BOS is an affiliate of Michael Singh, the Company’s Chairman and Co-CEO. See details on the Line of Credit in Note 10 – Notes Payable and Convertible Note Payable – Related Party.

 

On June 26, 2024, the Board approved a $1.1 million convertible bridge loan to the Company by Harthorne. See details on the convertible bridge loan in Note 9 – Notes Payable And Convertible Note Payable – Related Party.

 

v3.25.0.1
NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLE – RELATED PARTY
6 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLE – RELATED PARTY

10. NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLE – RELATED PARTY

 

The Company has notes payable as of December 31, 2024 and June 30, 2024 in the amount of approximately $2,596,378 and $2,600,000, respectively.

 

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

 

Line of Credit – Related Party

 

Between November 15, 2024 and December 20, 2024, the Company borrowed an aggregate of $2,859,973, evidenced by a Secured Promissory Note, dated December 1, 2024, under a planned committed line of credit with BOS Investment Inc. to borrow up to an aggregate of $5,000,000. BOS is an affiliate of Michael Singh, the Company’s Chairman and Co-CEO. The Company used a portion of the proceeds from the loan for the acquisition of Awaysis Belize LTD, another affiliate of Mr. Singh, and expects to use additional proceeds for other targeted acquisitions, and to further develop the Company’s Awaysis Casamora Assets.

 

Interest on the note portion of the loan is 3.5% per annum (subject to late payment penalties), and the principal and interest on the note shall be paid as follows:

 

1.$110,000, originally on or before December 20, 2024, which the parties have agreed, shall be deferred until on or before February 15, 2025 or upon available funding.
   
2.$2,500,000 on or before February 15, 2025 or upon the uplist to NYSE American; and
   
3.The balance of the principal and interest to be paid on or before June 1, 2025.

 

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

 

Convertible Note Payable – Related Party

 

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

 

On December 20, 2024, the company executed a convertible note payable to Michael Singh for the purchase of the stocks of Awaysis Belize LTD in the amount of $2,081,365 subject to a true-up of the purchase price

 

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

 

 

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

 

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

 

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

 

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

 

After the adoption of ASU 2020-06, the balance of the convertible note payable is $1,100,000 as of December 31, 2024 and June 30, 2024.

 

Balance Sheet

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

 

v3.25.0.1
OPERATING LEASES - LESSEE
6 Months Ended
Dec. 31, 2024
Operating Leases - Lessee  
OPERATING LEASES - LESSEE

11. OPERATING LEASES - LESSEE

 

The Company has an operating lease for office space, with a term of 5 years. As of December 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:

  

   December 31, 
   2024 
     
Remaining six months ending June 30, 2025  $44,630 
2026   90,588 
2027   92,220 
Thereafter   31,113 
Total operating lease payments   258,551 
Present value adjustment   (22,806)
Total operating lease liabilities  $235,745 

 

As of December 31, 2024, the total operating lease liability amount of $235,745 consists of current and long-term portion of operating lease liabilities of $89,792 and $145,954 respectively.

 

Operating lease costs were $43,925 and $87,851 for the six months ended December 31, 2024 and the year ended June 30, 2024, respectively.

 

The following table summarizes the weighted-average remaining lease term and weighted-average discount rate related to the Company’s operating leases as of December 31, 2024:

 

   December 31, 
   2024 
     
Weighted-average remaining lease term, years   2.8 
Weighted-average discount rate, %   7.0%

 

v3.25.0.1
COMMITMENTS & CONTINGENCIES
6 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS & CONTINGENCIES

12. COMMITMENTS & CONTINGENCIES

 

Legal Proceedings

 

We were not subject to any legal proceedings during the six months ended December 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 six months ended December 31, 2024.

 

 

v3.25.0.1
STOCKHOLDERS’ EQUITY
6 Months Ended
Dec. 31, 2024
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

13. STOCKHOLDERS’ EQUITY

 

Preferred Stock

 

As of December 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 six months ended December 31, 2024 or the year ended June 30, 2024.

 

Common Stock

 

As of December 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 384,292,103 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.

 

During the three and six months ended December 31, 2024 the company accounted for the issuance of 296,049 common shares in the amount of $187,380 and 333,505 common shares in the amount of $203,051, respectively.

 

The Company issued all shares for payment of professional services.

 

As of December 31, 2024, the Company has entered into subscription agreements with investors in a private offering, for 943,000 shares, at a price per share of $1.00 for $943,000, and has a subscription receivable in the Consolidated Balance Sheet.

 

During the fiscal year ended June 30, 2024, the Company issued 131,731,545 common shares in the amount of $8,857,679. From this amount, the Company issued 3,589,239 shares for payment of professional services in the amount of $918,349. The Company issued 28,142,306 shares for director equity compensation in the amount of $6,939,330, and paid a discounted director bonus of 100,000,000 shares in the amount of $1,000,000.

 

The Company has the following potentially dilutive debt or equity instruments which were issued or outstanding during the six months ended December 31, 2024, or for the year ended June 30, 2024:

 

  On June 26, 2024, the Board approved a $1.1 million convertible bridge loan to the Company by Harthorne, bearing an annual interest rate of 12%. The note is due June 19, 2025, unless sooner paid in full or converted in accordance with the terms of conversion at $.30 per share.
     
  On December 20, 2024, the Company executed a convertible note payable to Michael Singh for the purchase of the stock of Awaysis Belize LTD in the amount of $2,081,365 subject to a true-up of the purchase price.

 

The Company has not declared or paid any dividends or returned any capital to common stock shareholders as of December 31, 2024, or for the year ended June 30, 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. No stock options under the Plan were issued or outstanding during the six months ended December 31, 2024 or for the year ended June 30, 2024.

 

On February 13, 2023, the Company awarded to certain of its executive officers, options to purchase an aggregate of 22,500,000 shares of the Company’s stock at an exercise price per share equal to the fair market value of the Company’s common stock on the date of the grant, $0.32 per share; all of which are currently exercisable and outstanding as of December 31, 2024. No expense has been recorded under ASC 718 as there is no compensation expense to be recognized. The expense for stock options is based on the fair value of the options at the grant date and this fair value is determined to be zero.

 

v3.25.0.1
SUBSEQUENT EVENTS
6 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

14. SUBSEQUENT EVENTS

 

The Company evaluated subsequent events after December 31, 2024, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined the following subsequent event is required to be disclosed:

 

On January 30, 2025, Chial Mountain assigned an Agreement, dated December 20, 2024 to Awaysis Belize LTD, granting Awaysis Belize LTD the right until May 28, 2025 to purchase an aggregate of approximately 157 acres of property in the Cayo District of Belize, adjacent to the Chial Reserve Assets for an aggregate purchase price of approximately $408,000. This includes an escrow deposit held by Century 21.

 

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

v3.25.0.1
SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation

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

Principles of Consolidation

 

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

 

Interim Reviewed Financial Statements

Interim Reviewed Financial Statements

 

The accompanying unaudited interim reviewed financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. 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 financial statements should be read in conjunction with the Company’s audited financial statements and the footnotes thereto for the fiscal year ended June 30, 2024 included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and filed on October 11, 2024. Operating results for the interim period presented are not necessarily indicative of the results for the full year.

 

Use of Estimates

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

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. The Company will hold payments made by guests to its facilities in advance of reservations in a restricted escrow account until the rescission period expires in accordance with U.S. state regulations.

 

Fair Value Measurements

Fair Value Measurements

 

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

 

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

 

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

 

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

 

Our financial accounts consist of accounts receivable, prepaid expenses, accounts payable, accounts payable due to related parties and notes payable. The carrying amount of our accounts receivable, prepaid expenses, accounts payable, accounts payable - related party and notes payable – related party approximate their fair values because of the short-term maturities.

 

 

Related Party Transactions

Related Party Transactions

 

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

 

Fixed Assets

Fixed Assets

 

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.

 

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

 

Capitalization of Construction Costs Ceases after Substantial Completion

 

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

 

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

 

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

 

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

 

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

 

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

 

Leases

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.

 

As of the quarter ended December 31, 2024, we were party to an operating lease agreement which commenced during the fiscal year ended June 30, 2023.

 

See Note 10 below for details of lessee leases during the six months ended December 31, 2024.

 

Beneficial Conversion Features

Beneficial Conversion Features

 

The Company adopted ASU 2020-06, Debt – Debt with Conversion and options (subtopic 470-20), and all related amendments on July 1, 2025 on a full retrospective basis. This new standard removed guidance in ASC 470-20 that required separate accounting for beneficial conversion features and amended disclosure requirements.

 

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

 

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

 

Foreign Currency

Foreign Currency

 

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

 

Income Taxes

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

 

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

 

 

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

 

Step 1: Identify the contract(s) with customers

 

Step 2: Identify the performance obligations in the contract

 

Step 3: Determine the transaction price

 

Step 4: Allocate the transaction price to performance obligations

 

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

 

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

 

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

 

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

 

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

 

Other Services

 

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

Inventory

 

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

 

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

 

Impairment Testing (ASC 330)

 

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

 

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

 

 

Financial Instruments

Financial Instruments

 

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

 

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

 

The carrying amounts of financial instruments including cash, accounts payable, and notes payable approximated fair value as of December 31, 2024 due to the relatively short maturity of the respective instruments.

 

Advertising and Marketing Costs

Advertising and Marketing Costs

 

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

 

Stock Based Compensation

Stock Based Compensation

 

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

 

Net Loss per Share Calculation

Net Loss per Share Calculation

 

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

 

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

 

As of December 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.

 

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

 

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

v3.25.0.1
FIXED ASSETS (Tables)
6 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
SCHEDULE OF FIXED ASSETS

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

  

      December 31,   June 30, 
   Useful Lives  2024   2024 
Property placed into service  40 years  $4,290,047   $856,491 
Building improvements  15 years   504,107    - 
Site developments  40 years   408,558    - 
Buildings  40 years   77,550    - 
Vehicles  5 years   38,125    - 
Computer and equipment  5 years   21,517    - 
Furniture and fixtures  7 years   16,067    15,017 
Software  3 years   6,536    6,536 
Less depreciation and amortization      (75,932)   (32,886)
Total fixed assets, net     $5,286,575    853,940 
v3.25.0.1
NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLE – RELATED PARTY (Tables)
6 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
SCHEDULE OF RESTATED BALANCE SHEET

 

Balance Sheet

  Balance Sheet at   Adoption of     
   June 30, 2024   ASU 2020-06   Restated 
   (Audited)   Adjustments   Balance Sheet 
Convertible note payable - related party, net of discount   36,565    1,063,435    1,100,000 
Total current liabilities   3,552,541    1,063,435    4,615,976 
                
Total liabilities   3,735,190    1,063,435    4,798,625 
                
Additional paid in capital   18,484,873    (1,100,000)   17,384,873 
Accumulated deficit   (12,642,933)   36,565    (12,606,368)
Total stockholders equity   8,747,956    (1,063,435)   7,684,521 
Total liabilities and stockholders equity   12,483,146    0    12,483,146 
Income Statement               
Interest Expense   47,565    36,565    11,000 
Net loss   (7,093,476)   36,565    (7,056,911)
v3.25.0.1
OPERATING LEASES - LESSEE (Tables)
6 Months Ended
Dec. 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:

  

   December 31, 
   2024 
     
Remaining six months ending June 30, 2025  $44,630 
2026   90,588 
2027   92,220 
Thereafter   31,113 
Total operating lease payments   258,551 
Present value adjustment   (22,806)
Total operating lease liabilities  $235,745 
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 December 31, 2024:

 

   December 31, 
   2024 
     
Weighted-average remaining lease term, years   2.8 
Weighted-average discount rate, %   7.0%
v3.25.0.1
NATURE OF OPERATIONS (Details Narrative)
$ / shares in Units, shares in Millions
3 Months Ended
Aug. 08, 2022
USD ($)
$ / shares
shares
Jun. 30, 2022
USD ($)
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2024
USD ($)
Dec. 31, 2024
Dec. 31, 2024
a
Dec. 31, 2024
ft²
Dec. 21, 2024
USD ($)
Dec. 20, 2024
USD ($)
Jun. 30, 2024
USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                    
Number of shares issued, value     $ 500,000              
Share price per share | $ / shares     $ 0.01              
Assets       $ 17,015,056           $ 12,483,146
Cash       34,684           745,991
Senior convertible promissory note       1,100,000           $ 1,100,000
Asset Purchase Agreement [Member]                    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                    
Area of land           63 59,000      
Awaysis Belize Ltd [Member]                    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                    
Ownership percentage         100.00%          
Series of Individually Immaterial Business Acquisitions [Member]                    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                    
Total consideration   $ 11,400,000                
Number of shares issued, value   $ 2,600,000                
Interest rate payable 0.00% 0.00%                
Purchase of mortgage $ 280,000                  
Number of shares issued | shares 56.8                  
Share price per share | $ / shares $ 0.150                  
Chial Mountain [Member]                    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                    
Assets       5,500,000            
Cash       $ 2,400,000            
Secured promissory note               $ 1,500,000    
Maturity date               Feb. 15, 2025 Jun. 30, 2025  
Senior convertible promissory note                 $ 1,600,000  
Interest rate                 3.50%  
v3.25.0.1
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
12 Months Ended
Jun. 30, 2024
USD ($)
Related amortization $ 36,565
Revision of Prior Period, Accounting Standards Update, Adjustment [Member]  
Increase in the liabilities 1,063,435
Beneficial conversion 1,100,000
Related amortization 36,565
Interest expense 36,565
Decrease to equity $ 1,100,000
v3.25.0.1
CASH (Details Narrative) - USD ($)
Dec. 31, 2024
Jun. 30, 2024
Cash and Cash Equivalents [Abstract]    
Cash $ 34,684 $ 745,991
v3.25.0.1
INVENTORY (Details Narrative) - USD ($)
Dec. 31, 2024
Jun. 30, 2024
Inventory Disclosure [Abstract]    
Inventory $ 10,574,177 $ 10,594,936
v3.25.0.1
SCHEDULE OF FIXED ASSETS (Details) - USD ($)
Dec. 31, 2024
Jun. 30, 2024
Property, Plant and Equipment [Line Items]    
Less depreciation and amortization $ (75,932) $ (32,886)
Total fixed assets, net 5,286,575 853,940
Property Placed into Service [Member]    
Property, Plant and Equipment [Line Items]    
Total fixed assets, gross $ 4,290,047 856,491
Useful lives 40 years  
Building Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total fixed assets, gross $ 504,107
Useful lives 15 years  
Site Developments [Member]    
Property, Plant and Equipment [Line Items]    
Total fixed assets, gross $ 408,558
Useful lives 40 years  
Building [Member]    
Property, Plant and Equipment [Line Items]    
Total fixed assets, gross $ 77,550
Useful lives 40 years  
Vehicles [Member]    
Property, Plant and Equipment [Line Items]    
Total fixed assets, gross $ 38,125
Useful lives 5 years  
Computer Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total fixed assets, gross $ 21,517
Useful lives 5 years  
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Total fixed assets, gross $ 16,067 15,017
Useful lives 7 years  
Software Development [Member]    
Property, Plant and Equipment [Line Items]    
Total fixed assets, gross $ 6,536 $ 6,536
Useful lives 3 years  
v3.25.0.1
FIXED ASSETS (Details Narrative) - USD ($)
6 Months Ended 12 Months Ended
Dec. 31, 2024
Jun. 30, 2024
Property, Plant and Equipment [Abstract]    
Depreciation and amortization expense $ 43,046 $ 32,886
v3.25.0.1
MORTGAGE NOTE RECEIVABLE (Details Narrative) - USD ($)
6 Months Ended
Dec. 31, 2024
Jun. 30, 2024
Receivables [Abstract]    
Mortgage note receivable $ 499,933
Interest rates 7.00%  
Mortgage receivable notes payment terms 10 Years. The Notes require monthly payments of principal and interest, commencing on the purchase date and continuing until the balance is fully paid.  
Mortgage receivable collateral Title remains with the Company does not pass to buyers until the Note is full paid.  
v3.25.0.1
ACCOUNTS PAYABLE (Details Narrative) - USD ($)
Dec. 31, 2024
Jun. 30, 2024
Payables and Accruals [Abstract]    
Accounts payable $ 233,312 $ 98,200
v3.25.0.1
OTHER CURRENT LIABILITIES (Details Narrative) - USD ($)
Dec. 31, 2024
Jun. 30, 2024
Defined Benefit Plan Disclosure [Line Items]    
Escrow deposit payable $ 125,000  
Accrued interest 77,000 $ 11,000
Security deposit liability 17,700 1,700
Maintenance fees 13,531  
Hospitality tax 2,938  
Hospitality tax   459
Nonrelated Party [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Other current liabilities 298,366 75,356
Accrued payroll $ 62,197 $ 62,197
v3.25.0.1
DUE TO RELATED PARTIES (Details Narrative) - USD ($)
1 Months Ended
Dec. 01, 2024
Dec. 20, 2024
Dec. 31, 2024
Jun. 30, 2024
Jun. 26, 2024
Related Party Transaction [Line Items]          
Bridge Loan         $ 1,100,000
Harthorne Capital Inc [Member]          
Related Party Transaction [Line Items]          
Due to related parties     $ 7,271,591 $ 1,753,417  
Secured Promissory Note [Member]          
Related Party Transaction [Line Items]          
Proceeds from line of credits   $ 2,859,973      
BOS Investment Inc [Member]          
Related Party Transaction [Line Items]          
Line of credit $ 3,000,000        
BOS Investment Inc [Member] | Chairman and Co-Chief Executive Officer [Member]          
Related Party Transaction [Line Items]          
Proceeds from line of credits $ 5,000,000        
Related Party [Member]          
Related Party Transaction [Line Items]          
Due to related parties     $ 1,230,253 $ 653,417  
Bridge Loan         $ 1,100,000
v3.25.0.1
SCHEDULE OF RESTATED BALANCE SHEET (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
Jun. 29, 2024
Jun. 30, 2023
Convertible note payable - related party, net of discount             $ 1,100,000    
Total current liabilities $ 10,489,439       $ 10,489,439   4,615,976    
Total liabilities 10,635,393       10,635,393   4,798,625    
Additional paid in capital 17,584,589       17,584,589   17,384,873    
Accumulated deficit (14,114,277)       (14,114,277)   (12,606,368)    
Total stockholders equity 6,379,663 $ 7,006,118 $ 2,228,174 $ 2,351,926 6,379,663 $ 2,228,174 7,684,521 $ 8,747,956 $ 5,883,754
Total liabilities and stockholders equity 17,015,056       17,015,056   12,483,146    
Interest Expense 33,008     66,062 11,000    
Net loss $ (813,835) $ (694,074) $ (628,280) $ (3,531,828) $ (1,507,909) $ (4,160,108) (7,056,911)    
Previously Reported [Member]                  
Convertible note payable - related party, net of discount             36,565    
Total current liabilities             3,552,541    
Total liabilities             3,735,190    
Additional paid in capital             18,484,873    
Accumulated deficit             (12,642,933)    
Total stockholders equity             8,747,956    
Total liabilities and stockholders equity             12,483,146    
Interest Expense             47,565    
Net loss             (7,093,476)    
Revision of Prior Period, Accounting Standards Update, Adjustment [Member]                  
Convertible note payable - related party, net of discount             1,063,435    
Total current liabilities             1,063,435    
Total liabilities             1,063,435    
Additional paid in capital             (1,100,000)    
Accumulated deficit             36,565    
Total stockholders equity             (1,063,435)    
Total liabilities and stockholders equity             0    
Interest Expense             36,565    
Net loss             $ 36,565    
v3.25.0.1
NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLE – RELATED PARTY (Details Narrative) - USD ($)
1 Months Ended 6 Months Ended 12 Months Ended
Dec. 01, 2024
Jun. 26, 2024
Jun. 30, 2022
Dec. 20, 2024
Dec. 31, 2024
Jun. 30, 2024
Feb. 15, 2025
Short-Term Debt [Line Items]              
Notes payable         $ 2,596,378 $ 2,600,000  
Purchase of real estate appraised     $ 11,409,500        
Interest rate   12.00%          
Principal amount           $ 1,100,000  
Bridge loan   $ 1,100,000          
Maturity date   Jun. 19, 2025       Jun. 19, 2025  
Conversion price   $ 0.30          
Fair value of convertible note           $ 2,016,667  
Debt instrument amortized discount           $ 1,100,000  
Amortization of debt discount term           1 year  
Debt conversion instrument           $ 1,100,000  
Related amortization           36,565  
Convertible note payable - related party, net of discount         $ 1,100,000 1,100,000  
Revision of Prior Period, Accounting Standards Update, Adjustment [Member]              
Short-Term Debt [Line Items]              
Related amortization           36,565  
increase in the liabilities           1,063,435  
Beneficial conversion           1,100,000  
Interest expense           36,565  
Decrease to equity           1,100,000  
Secured Promissory Note [Member]              
Short-Term Debt [Line Items]              
Proceeds from line of credits       $ 2,859,973      
BOS Investment Inc [Member] | Chairman and Co-Chief Executive Officer [Member]              
Short-Term Debt [Line Items]              
Proceeds from line of credits $ 5,000,000            
Related Party [Member]              
Short-Term Debt [Line Items]              
Bridge loan   $ 1,100,000          
Convertible note payable related party           $ 36,565  
Related Party [Member] | Line of Credit [Member]              
Short-Term Debt [Line Items]              
Line of credit facility, interest rate         3.50%    
Principal amount       110,000      
Related Party [Member] | Line of Credit [Member] | Subsequent Event [Member]              
Short-Term Debt [Line Items]              
Uplist amount             $ 2,500,000
Awaysis Belize Ltd [Member]              
Short-Term Debt [Line Items]              
Convertible note payable       $ 2,081,365      
Two Unsecured Demand Promissory Note [Member]              
Short-Term Debt [Line Items]              
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        
v3.25.0.1
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details)
Dec. 31, 2024
USD ($)
Operating Leases - Lessee  
Remaining six months ending June 30, 2025 $ 44,630
2026 90,588
2027 92,220
Thereafter 31,113
Total operating lease payments 258,551
Present value adjustment (22,806)
Total operating lease liabilities $ 235,745
v3.25.0.1
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND WEIGHTED AVERAGE DISCOUNT RATE (Details)
Dec. 31, 2024
Operating Leases - Lessee  
Weighted-average remaining lease term, years 2 years 9 months 18 days
Weighted-average discount rate, percentage 7.00%
v3.25.0.1
OPERATING LEASES - LESSEE (Details Narrative) - USD ($)
6 Months Ended 12 Months Ended
Dec. 31, 2024
Jun. 30, 2024
Operating Leases - Lessee    
Lessee, operating lease, term 5 years  
Total operating lease liabilities $ 235,745  
Operating lease liability, current 89,792 $ 89,003
Operating lease liability, non current 145,954 182,649
Operating lease costs $ 43,925 $ 87,851
v3.25.0.1
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 26, 2024
Feb. 13, 2023
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
Dec. 20, 2024
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     384,292,103     384,292,103   383,958,598    
Common stock, shares outstanding     384,292,103     384,292,103   383,958,598    
Common stock, subscribed     943,000     943,000   943,000    
Common stock shares issued, value         $ 500,000          
Shares issued price per share         $ 0.01   $ 0.01      
Common stock shares subscription     $ 9,430     $ 9,430   $ 9,430    
Shares issued for services, shares               3,589,239    
Professional services               $ 918,349    
Convertibel bridge loan $ 1,100,000                  
Interest rate 12.00%                  
Maturity date Jun. 19, 2025             Jun. 19, 2025    
Conversion price $ 0.30                  
Issuance of shares   22,500,000                
Grant exercise price per share   $ 0.32                
Share sased compensation expense   $ 0       $ 203,051      
Stock options of fair value granted   $ 0                
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
Related Party [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Convertibel bridge loan $ 1,100,000                  
Awaysis Belize Ltd [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Convertible note payable                 $ 2,081,365  
Director [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Director equity compensation, shares               28,142,306    
Director equity compensation amount               $ 6,939,330    
Paid a discounted director bonus, shares               100,000,000    
Paid a discounted director bonus, amount               $ 1,000,000    
Common Stock [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Common stock shares issued, shares     296,049   50,000,000 333,505        
Common stock shares issued, value     $ 187,380   $ 500,000 $ 203,051        
Common stock shares issued, shares               131,731,545    
Common stock shares issued, value               $ 8,857,679    
Shares issued for services, shares     296,049 37,456 9,982          
Common Stock [Member] | Subscription Agreements [Member] | Private Placement [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Common stock, subscribed     943,000     943,000        
Shares issued price per share     $ 1.00     $ 1.00        
Common stock shares subscription     $ 943,000     $ 943,000        
v3.25.0.1
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member]
Jan. 30, 2025
USD ($)
a
Subsequent Event [Line Items]  
Assets for an aggregate purchase price | $ $ 408,000
Chial Mountain Agreement [Member]  
Subsequent Event [Line Items]  
Area of land | a 157

Awaysis Capital (PK) (USOTC:AWCA)
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Awaysis Capital (PK) (USOTC:AWCA)
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