Awaysis Capital, Inc. 2026财年净亏损258.66万美元，面临重大债务压力

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

For the fiscal year ended June 30, 2026

Commission file number: 000-21477

AWAYSIS CAPITAL, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered under Section 12(g) of the Act: Common Stock, par value $0.01

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the common stock held by non-affiliates and non-voting equity held by non-affiliates computed by reference to the price at which the common stock was last sold, or the average bid and asked prices of such common stock as of December 31, 2025, the registrant’s most recently completed second fiscal quarter, was approximately $8,622,579.

As of October 15, 2026 there were 409,386,192 shares of common stock, par value $0.01 per share, outstanding.

TABLE OF CONTENTS

NOTE REGARDING REFERENCES TO OUR COMPANY

Throughout this Form 10-K, the words “we,” “us,” “our,” the “Company” and “Awaysis” refer to Awaysis Capital, Inc., a Delaware corporation, and, unless the context otherwise requires, our directly and indirectly wholly owned subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements. Forward-looking statements convey management’s expectations as to the future of Awaysis, and are based on management’s beliefs, expectations, assumptions and such plans, estimates, projections and other information available to management at the time Awaysis makes such statements. Forward-looking statements include all statements that are not historical facts and may be identified by terminology such as the words “outlook,” “believe,” “expect,” “potential,” “goal,” “continues,” “may,” “will,” “should,” “could,”, “would”, “seeks,” “approximately,” “projects,” predicts,” “intends,” “plans,” “estimates,” “anticipates” “future,” “guidance,” “target,” or the negative version of these words or other comparable words, although not all forward-looking statements may contain such words. The forward-looking statements contained in this Annual Report on Form 10-K may include statements related to Awaysis’ revenues, earnings, taxes, cash flow and related financial and operating measures, and expectations with respect to future operating, financial and business performance, and other anticipated future events and expectations that are not historical facts.

Any one or more of the foregoing factors could adversely impact Awaysis’ operations, revenue, operating profits and margins, financial condition or credit rating. For additional information regarding factors that could cause Awaysis’ actual results to differ materially from those expressed or implied in the forward-looking statements in this Annual Report on Form 10-K, please see the risk factors discussed in “Part I—Item 1A. Risk Factors” of this Annual Report on Form 10-K and those described from time to time in other periodic reports that we file with the SEC. There may be other risks and uncertainties that we are unable to predict at this time or we currently do not expect to have a material adverse effect on our business. Except for Awaysis’ ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, changes in management’s expectations, or otherwise.

Risk Factor Summary

Our business is subject to a number of risks of which you should be aware before making an investment decision. These risks include, but are not limited to, the following:

Risks Relating to our Business and Finances

Risks Relating to our Properties

Risks Related to Being a Public Company

Risks Relating to our Common Stock

PART I

Item 1. Business.

The Company

Awaysis Capital, Inc. is a real estate management and hospitality company focused on the acquisition, redevelopment, ownership, sale, and management of residential vacation properties and resort communities in desirable travel destinations.

Our business strategy is to identify and reposition real estate properties that management believes have the potential to generate value through improvements, hospitality operations, residential sales, and property management services. Our operations include the development and management of vacation accommodations, short-term and long-term rentals, and related hospitality and property management activities.

Our current operations and development activities are concentrated in Belize, principally in San Pedro on Ambergris Caye. We also have operations in the Cayo District of Belize, which we have recently ceased developing pending a potential unwinding of our acquisition of this property. Although the Company has previously identified opportunities in the Caribbean, Europe, South America, and the United States, these locations represent potential longer-term strategic interests rather than current development commitments.

As of the filing date of this Annual Report on Form 10-K, the Company has no additional properties under contract or option and has not committed to new acquisition targets since September 2025. While we consider properties, assets and companies consistent with our business plan for acquisition or management from time to time, including entering into non-binding letters of intent, we have not entered into nor are we negotiating any definitive agreements for such properties, assets or companies at this time.

Business Strategy and Operating Priorities

The Company’s current operating strategy emphasizes the completion and commercialization of its existing Casamora property, the generation of recurring hospitality, booking and rental revenues, the management of construction expenditures, and the preservation of available capital.

Given the Company’s current financial obligations and the capital requirements associated with its existing developments, management is prioritizing activities expected to produce near-term operating cash flows while evaluating opportunities to reduce indebtedness and improve the Company’s financial position.

The Company intends to continue developing its property management and hospitality operations through a combination of Company-owned accommodations and units owned by third parties who elect to participate in Company-managed booking programs.

Under these arrangements, property owners may retain their units for personal use or enter into management agreements with the Company for short-term or long-term bookings, subject to applicable laws and contractual restrictions. Management fees and the allocation of bookings proceeds are governed by the respective agreements.

The Company’s ability to execute its development strategy depends on several factors, including access to additional financing, operating cash flows, construction costs, market demand, and the availability of qualified contractors and service providers.

Properties

Awaysis Casamora

On June 30, 2022, the Company completed the acquisition of certain real estate assets in San Pedro, Belize (the “Awaysis Casamora Assets”), pursuant to purchase and sale agreements dated April 15, 2022.

The aggregate consideration was approximately $11.4 million, excluding transaction costs and fees, consisting of purchase money mortgages totaling approximately $2.88 million and 56.8 million shares of the Company’s common stock valued at $0.15 per share. The $280,000 purchase money mortgage was repaid on August 8, 2022.

The remaining $2.6 million purchase money mortgage bears no stated interest and is payable on demand, subject to its contractual terms and any subsequent amendments. The Company subsequently rebranded the acquired assets as Awaysis Casamora.

The Awaysis Casamora Assets, which remain under construction, are located in San Pedro, Belize, minutes away from the town core, and is a 2.5 acres site with 300 feet of beach frontage overlooking the reef that is less than a mile offshore. The property is expected to feature 30 renovated 1-, 2- & 3- bedroom private suites, a wellness spa and fitness facility, gourmet dining restaurant, executive remote work center, private roof top lounge, and lap pool. Along the water edge, there is planned a beach bar and waterfront esplanade.

There are 4 distinct components to the property:

All villas, suites and units may be occupied by the owner or they may contract with us to manage short or long term bookings of the units for a fee, making it a flexible option for those that either wish to occupy part-time, or that wish to rent their unit without management responsibility.

Development Strategy

Management’s immediate priority is to increase the number of accommodations available for rental and improve the revenue-generating capacity of the existing development.

The Company’s development plan includes completing selected waterfront villa renovations, improving common areas and guest access, and continuing construction activities within the condominium complex as financing permits.

As of the filing date, the Company has identified six units as available for sale or short-term or long-term booking, including four Company-owned units and two units managed on behalf of third-party owners. These are expected to be available for rental for the upcoming peak season.

Management previously estimated total remaining development costs of approximately $3.015 million, comprising approximately $2.5 million for the condominium complex and $515,000 for the waterfront villas. These amounts represent prior development estimates and are subject to revision based on updated construction budgets, engineering assessments, contractor pricing, and the scope of work ultimately approved.

The Company is targeting completion of additional development activities during calendar year 2027. However, there can be no assurance that the Company will complete the improvements within the anticipated period.

The Company’s actual rental rates, occupancy, and revenue performance will depend on the condition and availability of completed units, tourism demand, competition, seasonality, and prevailing market conditions.

Infrastructure and Construction

The Company has undertaken infrastructure and development improvements at Casamora, including utility connections, access improvements, structural assessments, renovations, and building improvements.

The development has received building permits and environmental approvals as previously disclosed. No additional approvals or permits are expected as construction progresses. Management continues to evaluate the scope, sequencing, and funding of the remaining construction work.

Chial Mountain Assets

Acquisition and Financing

On December 31, 2024, Awaysis Belize Ltd., a wholly owned subsidiary of the Company, entered into an acquisition transaction involving Chial Mountain Ltd. and certain related real estate and operating assets located in the Cayo District of Belize (the “Chial Reserve Assets”). The transaction was effective December 20, 2024, pursuant to the applicable purchase and sale agreements and subsequent amendments.

The transaction included the acquisition of Chial Mountain Ltd. and substantially all of its assets, including approximately 63 acres of real property and associated resort development assets.

The originally estimated aggregate purchase consideration was approximately $5.5 million, subsequently adjusted to approximately $4.465 million based on appraisal and transaction-related adjustments. The consideration included cash payments and promissory notes issued in connection with the acquisition, including obligations to Michael Singh, the Company’s Co-Chief Executive Officer and a related party.

The transaction included a $1.5 million secured promissory note bearing no stated interest and a senior convertible promissory note originally issued in the principal amount of $1.6 million, bearing interest at 3.5% per annum, which was subsequently adjusted in connection with the transaction valuation.

Effective June 15, 2026, the Company amended the maturity dates of the secured promissory note and the convertible promissory note to the earlier of December 8, 2026, or the Company’s uplisting to the NYSE American. The notes contain security provisions and customary default remedies as described in the applicable agreements.

On January 30, 2025, Chial Mountain assigned to Awaysis Belize an agreement relating to the potential acquisition of approximately 157 acres of additional property adjacent to the Chial Reserve Assets. The proposed acquisition was subsequently divided into two parcels.

The Company completed the acquisition of an approximately 50-acre parcel on June 30, 2025, for consideration of approximately $250,000. The acquisition of the remaining approximately 107 acres was not completed because the seller was unable to deliver clear title. The related purchase and sale agreement expired in accordance with its terms, and the Company has no further obligation under that agreement.

Following the acquisition of the 50-acre parcel, the Chial property holdings comprised approximately 113 acres.

Description of Assets

Chial Reserve is a residential resort development situated in the Macal River Valley in the Cayo District of Belize. The development includes completed and partially developed residential villas, related infrastructure, and hospitality amenities.

Seven completed two-bedroom villas were identified in the Company’s prior development description. These villas feature private pools, decks, kitchens, and other residential amenities. The completed villas have been sold to third-party owners, and six were identified as participating in the Company’s rental management program.

The property also includes restaurant and café facilities and maintenance and operational infrastructure. The Company’s original development strategy contemplated additional villas, expanded hospitality services, wellness facilities, and related amenities.

However, as discussed below, the Board of Directors has approved pursuing a transaction to divest the Chial assets and unwind the acquisition-related arrangements. Accordingly, the Company is no longer presenting the previously contemplated Chial expansion activities as ongoing Company development commitments.

Proposed Unwinding of Chial Acquisition

On October 9, 2026, subsequent to the Company’s fiscal year ended June 30, 2026, the Board of Directors considered the financial obligations associated with the Chial Reserve Assets, the development’s stage of completion, and the additional capital expenditures anticipated to complete the development.

Following its review, the Board determined that pursuing a divestiture of the Chial Reserve Assets and an unwinding of the related acquisition transactions could be in the Company’s best interests as part of its efforts to reduce indebtedness, limit future capital commitments, and improve its liquidity position.

On October 9, 2026, the Board approved pursuing the proposed divestiture and rescission of the acquisition-related transactions, in consideration for the release and satisfaction of the underlying indebtedness and obligations of the Company associated with those transactions (the “Unwind Transaction”).

Michael Singh, the Company’s Co-Chief Executive Officer and a related party to certain obligations arising from the acquisition, recused himself from the Board’s consideration and approval of the proposed transaction.

The contemplated Unwind Transaction is expected to involve negotiations with Chial Mountain Ltd., BOS, and other applicable parties to establish the terms under which the Chial Reserve Assets and related interests would be transferred or returned in exchange for the cancellation, release, or satisfaction of the applicable acquisition-related indebtedness and obligations.

The Board’s authorization does not constitute completion of the proposed Unwind Transaction. Completion remains subject to the negotiation and execution of definitive agreements, confirmation of the assets and liabilities to be transferred or discharged, any required third-party consents, and satisfaction of applicable legal and regulatory requirements.

The Company anticipates seeking to complete the proposed Unwind Transaction within approximately 60 days following the Board’s approval. However, there can be no assurance that definitive agreements will be executed, that the required debt releases will be obtained, or that the proposed transaction will be completed within the anticipated period or at all.

Until the applicable agreements become effective and the requirements for derecognition are satisfied, the Company will continue to account for the Chial Reserve Assets and related obligations in accordance with applicable U.S. generally accepted accounting principles.

The proposed Unwind Transaction occurred subsequent to June 30, 2026. Its impact on the Company’s consolidated financial statements, including any potential impairment, disposal accounting, debt extinguishment, or other adjustments, remains subject to management’s evaluation.

If completed on the contemplated terms, management expects the Unwind Transaction to reduce acquisition-related indebtedness, audit and compliance fees and eliminate or substantially reduce the Company’s future capital commitments associated with the Chial development. However, the actual financial impact will depend on the final terms of the transaction, the carrying values of the assets and liabilities involved, and any obligations retained by the Company.

Business Outlook Following the Proposed Chial Divestiture

If the proposed Chial Unwind Transaction is completed, the Company’s principal real estate development activities are expected to be concentrated at Awaysis Casamora in San Pedro, Belize.

Management intends to focus on completing selected revenue-generating accommodations, increasing rental and property management revenues, controlling operating expenses, and evaluating opportunities to improve the Company’s liquidity and capital structure.

The Company believes that concentrating its available financial and operational resources on its existing Casamora development may provide a more manageable approach to future operations than pursuing simultaneous development of multiple capital-intensive resort projects.

Nevertheless, the Company’s ability to execute this strategy remains dependent on operating performance, market conditions, and the successful management of its existing obligations. There can be no assurance that the Company will achieve its development objectives, obtain additional financing on acceptable terms, or generate sufficient operating cash flows to fund its obligations and planned improvements.

History

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

On April 25, 2012, ASPI filed an amendment to its Certificate of Incorporation to change its name to JV Group, Inc. and to increase the number of its authorized common shares from One Hundred Million (100,000,000) shares to One Billion (1,000,000,000) shares.

From its formation on September 29, 2008, through September 7, 2011, the Company was a publicly quoted shell company seeking to merge with an entity with experienced management and opportunities for growth in return for shares of Common Stock to create value for the Company’s shareholders.

From September 8, 2011, through October 2015, through the Company’s wholly owned subsidiary, Prestige Prime Office, Limited (“Prestige”), a Hong Kong Special Administrative Region Corporation, the Company operated as a serviced office provider in the Far East. Prestige ceased serviced office provider operations in October 2015, and effective September 30, 2017, the Company disposed of Prestige and its assets and liabilities.

As of November 23, 2021, Michael A. Littman ATTY, Defined Benefit Plan, MAL as trustee, an affiliate of Michael A. Littman, the then secretary and a director of the Company and the owner of 98,108,000 shares of the Company’s Common Stock representing approximately 99.2% of the Company’s issued and outstanding Common Stock, sold 98,008,000 shares to Harthorne Capital Inc., a Delaware corporation (“Harthorne”), for aggregate consideration of $500,000, or approximately $0.0051 per share. This transaction was deemed a change of control, and effective as of November 23, 2021, (a) Calvin D. Smiley, Sr., the Company’s Chief Executive Officer and President, resigned from all officer and employment positions with the Company and its subsidiaries, (b) Michael A. Littman resigned from all officer and employment positions with the Company and its subsidiaries, (c) Michael Singh was appointed Chief Executive Officer, (d) Dr. Andrew Trumbach was appointed President, Chief Financial Officer, Secretary and Treasurer and (e) Lisa Marie Iannitelli was appointed Executive Vice President, Director-Investor Relations. Ms. Iannitelli subsequently resigned from that role.

Contemporaneously, the size of the Board of Directors of the Company was increased from three directors to six directors. Michael Singh was appointed as the initial Chairman of the Board and Dr. Andrew Trumbach and Lisa Marie Iannitelli were each appointed as a director, filling the vacancies on the Board resulting from the increase to the size of the Board.

Effective as of January 7, 2022, Messrs. Littman, Smiley and Green each resigned as directors of the Company. Subsequently, Tyler A Trumbach, Dr. Claude Stuart and Dr. Narendra Kini were appointed to the Board to fill the vacancies resulting from such January 7, 2022 resignations. Ms. Iannitelli resigned as a director effective April 6, 2026.

In February 2022, the Board of Directors of the Company determined to pursue a business strategy of acquiring, developing, and managing residential vacation home communities in desirable travel destinations.

On May 18, 2022, we changed our name from JV Group, Inc. to Awaysis Capital, Inc. In connection with this name change, we changed our ticker symbol from “ASZP” to “AWCA” and effective May 25, 2022, we were quoted on OTCID under our new symbol.

Our principal executive offices are located at 3400 Lakeside Drive, Suite 100, Miramar, Florida 33027. Our main telephone number is (855) 795-3311. Our website is www.awaysisgroup.com. The information contained on, or that can be accessed through, our website is not a part of this Annual Report on Form 10-K.

Our Business

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

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

As development of the Awaysis Casamora Assets progresses, and more units are expected to become available, increased hospitality operations are expected over the coming months.

In September 2024, the Company entered into leases for the temporary renting out of the two commercial spaces that do not fit into the Company’s overall plans for the Casamora resort, generating revenue of $16,000 per month in the aggregate. Additionally, as of May 2025, the Company is leasing a three bedroom, two bath unit for $2,500 per month. As of the date of this report, the leases are effective through June 2027.

Development Activities

We commenced developing resorts in Belize and intend to expand into other emerging resort markets as funds allow, including building additional phases at existing resorts, including re-acquiring inventory from owners in default and in the open market and sourcing other real estate assets from third parties.

Our development activities involving the acquisition of real estate are expected to be followed by construction or renovation to create integrated resorts under the “Awaysis” banner and brand. These development activities, and the related management of construction activities, are expected to be performed by us as developers or under construction contracts. The development and construction of the resorts require a large upfront investment of capital and can take several years to complete in the case of a ground-up or partially completed project.

In evaluating potential acquisitions, management considers strategic fit with our hospitality and residential model, location and market demand, acquisition and development cost, expected revenue and cash flow, valuation and appraisal support, title and legal due diligence, infrastructure and permitting requirements, the availability of financing, the expected development timeline, and the expected return relative to risk. All acquisitions remain subject to management and Board approval and to the availability of capital.

Marketing and Sales Activities

Our planned marketing and sales activities are expected to be based on targeted direct marketing and a highly personalized sales approach. We intend to use targeted direct marketing to reach potential purchasers of units or sell through a licensed distribution network of both in-market and off-site sales centers. Our products are expected to be marketed for sale globally, to the extent local law permits. We intend to offer owner financing up to 50% of the price of the units. In its current form, the offering of owner financing allows a buyer to pay a minimum of 50% of the purchase price at closing. The remaining balance is to be paid off by giving a mortgage to Awaysis that is registered on title at an interest rate that is slightly higher than commercially available interest rates and amortized over five, ten or twenty-five years where the buyer agrees to make monthly payments to Awaysis until the term is complete and the balance is paid in full. To the extent we are retained by unit owners to manage bookings of their units, and for units we own, we intend to market for short or long term bookings on travel and booking sites such as Travelocity, Booking.com and Airbnb, in addition to our website. We have not devoted any material amounts toward marketing Casamora, as a result of Casamora still being under construction.

Resort Management Activities

Resort Management

We had originally intended for each of our resort properties to enter into a management agreement with Awaysis Capital, LLC, our wholly owned management company subsidiary. Subsequent to the acquisition of our Chial resort, we instead determined that we will provide the management services to the resorts directly and not through a separate management subsidiary. Accordingly, at this time we do not expect to charge the resorts we own a separate management fee for those management services, although that could change in the future. These management services include ensuring that the resorts are well-maintained and financially stable, and day-to-day operations of the resort, maintenance of the resort, preparation of reports, budgets and projections and employee training and oversight.

Short- and Long-Term Bookings

We offer short-term and long-term booking options for unsold units at our resorts as well as manage short- and long-term bookings of units sold to third parties for a fee if the owners elect to avail themselves of these services. By using our websites and other direct booking channels, we are able to reach potential new customers and introduce them to our resorts. These options allow us to generate revenues through the management fees and from the provision of planned ancillary services at the resorts to the customers, such as food and beverage, retail, and spa offerings at our resorts.

Competition

The resort and hotel industry are highly competitive and comprised of several national and regional companies that develop, finance and operate resorts and hotels.

Our business will compete with other entities engaged in the leisure and vacation industry, including resorts, hotels, cruises, and other alternative accommodation, such as condominium and single-family home rentals. We also intend to compete with home and apartment sharing services that operate websites that market available privately-owned residential properties that can be rented on a nightly, weekly, or monthly basis. In certain markets, we may compete with timeshare operators, and it is possible that other potential competitors may develop properties near our resort locations once acquired, developed, and marketed.

Our business will also compete with the virtually thousands of other hotels, resorts and timeshare operators vying for vacation travelers’, in all cases based principally on location, quality of accommodations, price, service levels and amenities, financing terms, quality of service, terms of property use, reservation systems, flexibility, as well as brand name recognition and reputation. We also compete for property acquisitions and partnerships with entities that have similar business and development objectives to us.

We believe that, in the competitive industry in which we intend to operate, trademarks, service marks, trade names and logos are very important to the marketing and sales of products. While we have trademarked the name and logo “Awaysis”, which we believe is compelling, it is a new brand and there are many other trademarks, service marks, trade names and logos that have much greater brand identification.

There is also significant competition for talent at all levels within the industry, especially in sales and management.

Seasonality and Cyclicality

We expect to experience seasonality in the short- and long-term bookings segment of our planned business, with stronger revenue generation during traditional vacation periods for those expected locations. Our business of selling units may be moderately cyclical as the demand for vacation units for sale is affected by the availability and cost of financing for purchasers, as well as general economic conditions and the relative health of the travel industry.

Supply Chains

While we have not experienced material supply chain disruptions or issues since we commenced construction on Awaysis Casamora, in general supply chain disruptions and the cost of materials, parts and labor have progressively increased and may continue to do so over the long-term. Our construction projects, including renovations and/or maintenance, are a routine and necessary part of our business. We may incur costs for these projects or routine maintenance at our properties that exceed our original estimates due to increased costs for materials or labor or other costs that we do not anticipate. We also may be unable to complete our development projects on schedule due to supply chain disruptions or labor shortages.

Government Regulation

Our business is subject to various international, national, federal, state, and local laws, regulations and policies in jurisdictions in which we operate or intend to operate. Some laws, regulations and policies would impact multiple areas of our business, such as securities, anti-discrimination, anti-fraud, data protection and security and anti-corruption and bribery laws and regulations or government economic sanctions, including applicable regulations under the U.S. Treasury’s Office of Foreign Assets Control and the U.S. Foreign Corrupt Practices Act (“FCPA”). The FCPA and similar anti-corruption and bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or generating business. Other laws, regulations and policies primarily affect one of our areas of business: real estate development activities; marketing and sales activities; financial services activities; and resort management activities. We will continue to be subject to applicable new legislation, rules and regulations that have been proposed, or may be proposed, by federal, state and local authorities relating to the origination, servicing and securitization of mortgage loans.

In Belize, hospitality operations are subject to the licensing and regulatory requirements administered by the Belize Tourism Board and other relevant governmental authorities, including requirements applicable to tourist accommodations, health and safety, environmental matters, and building permits. Hotel licenses are given to the resort properties and not to individual owners as such all short term rental must be managed by resort management.

The Company’s Florida real estate activities are subject to applicable Florida licensing requirements and oversight by the Florida Real Estate Commission. Compliance requirements may vary depending on the jurisdiction, nature of the property, and services provided.

Real Estate Development Regulation

Our real estate development activities are regulated under a number of different statutes in the jurisdictions we intend to operate, including Belize. We would generally be subject to laws and regulations typically applicable to real estate development, subdivision, and construction activities, such as laws relating to zoning, land use restrictions, environmental regulation, accessibility, title transfers, title insurance and taxation. In Belize, these include the equivalent to the U.S. Americans with Disabilities Act and the Accessibility Guidelines promulgated thereunder. In addition, we may be subject to laws in some jurisdictions that impose liability on property developers for construction defects discovered or repairs made by future owners of property developed by the developer.

Marketing and Sales Regulation

Our marketing and sales activities are highly regulated. A wide variety of laws and regulations govern our marketing and sales activities, including regulations implementing the USA PATRIOT Act, Foreign Investment In Real Property Tax Act, the Federal Interstate Land Sales Full Disclosure Act and fair housing statutes, U.S. Federal Trade Commission (“FTC”) and state “Little FTC Act” and other regulations governing unfair, deceptive or abusive acts or practices including unfair or deceptive trade practices and unfair competition, state attorney general regulations, anti-fraud laws, prize, gift and sweepstakes laws, real estate, title agency or insurance and other licensing or registration laws and regulations, anti-money laundering, consumer information privacy and security, breach notification, information sharing and telemarketing laws, home solicitation sales laws, tour operator laws, lodging certificate and seller of travel laws and other consumer protection laws.

We must obtain the approval of numerous governmental authorities for our existing and planned marketing and sales activities. Changes in circumstances or applicable law may necessitate the application for or modification of existing approvals.

Resort Management Regulation

Our resort management activities are expected to be subject to laws and regulations regarding community association management, public lodging, food and beverage services, liquor licensing, labor, employment, health care, health and safety, accessibility, discrimination, immigration, gaming, and the environment (including climate change).

Environmental Matters

We are subject to certain requirements and potential liabilities under various U.S. federal, state and local and foreign environmental, health and safety laws and regulations and incur costs in complying with such requirements. These laws and regulations govern actions including air emissions, the use, storage and disposal of hazardous and toxic substances, and wastewater disposal. In addition to investigation and remediation liabilities that could arise under such laws, we may also face personal injury, property damage, fines, or other claims by third parties concerning environmental compliance or contamination. We use and store hazardous and toxic substances, such as cleaning materials, pool chemicals, heating oil and/or fuel for back-up generators at our facilities, and we expect to generate certain wastes in connection with our planned operations. We may, from time to time, be responsible for investigating and remediating contamination at our facilities, such as contamination that has been discovered when we have removed underground storage tanks, and we could be held responsible for any contamination resulting from the disposal of wastes that we generate, including at locations where such wastes have been sent for disposal. In some cases, we may be entitled to indemnification from the party that caused the contamination pursuant to our management, construction, or renovation agreements, but there can be no assurance that we would be able to recover all or any costs we incur in addressing such problems. From time to time, we may also be required to manage, abate, remove, or contain mold, lead, asbestos-containing materials, radon gas or other hazardous conditions found in or on our planned properties.

Human Capital

Currently, we have 20 employees, including four executives. Three employees are located in the U.S., with the remaining 17 employees located in Belize. Of those Belize employees, twelve work at Chial Reserve, four work at Awaysis Casamora, and one is an executive. We presently do not have pension, health, annuity or, insurance; however, we intend to adopt some or all of such employee benefits in the future. There are presently no personal benefits available to any officers, directors, or employees. These employees oversee day-to-day operations of the Company. As required, we also engage consultants to provide services to the Company both in the U.S. and Belize, including real estate, regulatory, legal and corporate services. We are subject to labor laws and regulations that apply to our locations in the U.S. and Belize. These laws and regulations principally concern matters such as pensions, paid annual vacation, paid sick days, length of the workday and work week, minimum wages, overtime pay, insurance for work-related accidents, severance pay and other conditions of employment. We have no unionized employees.

We believe we are able to attract and retain top talent by creating a culture that challenges and engages our employees, offering them opportunities to learn, grow and achieve their career goals.

We believe that we provide competitive compensation for our employees. We may also offer annual bonuses and stock-based compensation for eligible employees.

We aim to provide our employees with advanced professional and development skills, so that they can perform effectively in their roles and build their capabilities and career prospects for the future.

We strive to encourage a diversity of views and to create an equal opportunity workplace.

Where You Can Find More Information

Our website address is https://awaysisgroup.com. Information on our website is not incorporated by reference herein.

Risk Factors

We are subject to various risks that could materially and adversely affect our business, financial condition, results of operations, liquidity, and stock price. You should carefully consider the risk factors discussed below, in addition to the other information in this Annual Report on Form 10-K. Further, other risks and uncertainties not presently known to management or that management currently deems less significant also may result in material and adverse effects on our business, financial condition, results of operations, liquidity, and stock price. The risks below also include forward-looking statements; and actual results and events may differ substantially from those discussed or highlighted in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

We are a development stage company with a limited operating history and have not yet achieved profitability, making it difficult for you to evaluate our business and your investment.

Our operations are subject to all of the risks inherent in the establishment of a new business enterprise, including but not limited to the absence of an operating history, lack of fully-developed or commercialized properties, insufficient capital, limited assets, expected substantial and continual losses for the foreseeable future, limited experience in dealing with regulatory issues, lack of marketing experience, need to rely on third parties for the development and commercialization of our proposed properties, a competitive environment characterized by well-established and well-capitalized competitors and reliance on key personnel.

We may not be successful in carrying out our business objectives. The revenue and income potential of our business and operations are unproven as the lack of operating history makes it difficult to evaluate the future prospects of our business. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. We have incurred net losses since our inception. Accordingly, we have no track record of successful business activities, strategic decision-making by management, fund-raising ability, and other factors that would allow an investor to assess the likelihood that we will be successful in our business. There is a substantial risk that we will not be successful in fully implementing our business plan, or if initially successful, in thereafter generating material operating revenues or in achieving profitable operations.

We have only recently established any material and recurring revenues or operations, and there can be no assurance that we will realize our plans on our projected timetable (or at all) in order to reach sustainable or profitable operations.

Investors are subject to all the risks incident to the creation and development of a new business and each investor should be prepared to withstand a complete loss of his, her or its investment. Furthermore, the accompanying financial statements have been prepared assuming that we will continue as a going concern. We have not emerged from the development stage and may be unable to raise further equity. Additionally, we have only recently commenced generated material and recurring revenues, have sustained losses and have accumulated a significant deficit since our inception.

As of June 30, 2026, we had cash of approximately $380,773 and total current liabilities of approximately $11,056,451. We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities. We recently commenced rentals of a few “rental ready” units at Chial Reserve and expect sales of units at our properties to also generate cash flow for working capital.

Management’s plans include:

Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Even if we successfully develop and market our business plan, we may not generate sufficient or sustainable revenue to achieve or sustain profitability, which could cause us to cease operations and cause you to lose all of your investment. Because we are subject to these risks, you may have a difficult time evaluating our business and your investment in our Company.

We have incurred net losses to date, we anticipate that we will continue to incur significant losses for the foreseeable future, and even as we commence generating material and recurring revenue, we may never achieve or maintain profitability.

During the fiscal years ended June 30, 2026, and 2025, we recognized a net loss of $2,586,639 and $2,724,941, respectively. We had an accumulated deficit as of June 30, 2026, and 2025 of $17,917,948 and $15,331,309, respectively. We expect to incur significant losses for the foreseeable future as we continue to implement our business plan and acquire, develop and operate a range of hospitality properties. In the future, acquisition and development of such additional properties, together with anticipated general and administrative expenses, will likely result in the Company incurring further significant losses.

To become profitable, we must successfully implement our proposed business plan and strategies, either alone or in conjunction with possible collaborators. We may never have any significant recurring revenues or become profitable.

We are pursuing a potential unwinding of our acquisition of the Chial Reserve Assets, and whether or not an unwinding is completed, it could materially and adversely affect our business, financial condition, results of operations and the trading price of our Common Stock.

We acquired the Chial Reserve Assets on December 31, 2024 from Chial Mountain Ltd., an affiliate of Michael Singh, our Co-Chief Executive Officer, for consideration that included cash and promissory notes. In light of the significant indebtedness we incurred to acquire the assets. The early stage of its development, and the projected costs to operate and fully develop Chial Reserve, which is substantial, we are pursuing an unwinding and rescission of the acquisition. No definitive terms for any unwinding have been agreed, and there can be no assurance as to whether, when or on what terms any unwinding will occur.

If we pursue an unwinding and it is not completed, we may be required to retain the Chial Reserve Assets at a purchase price that we believe exceeds their value, and to repay or refinance the related promissory notes held by BOS and Mr. Singh, which currently mature on the earlier of December 8, 2026 or the uplisting of our Common Stock to the NYSE American and are secured by first priority liens on substantially all of our assets. Negotiations relating to the unwinding could be protracted and costly, could divert the attention of management, including Mr. Singh, who would have interests in such matters that differ from those of the Company and our other stockholders, and could result in impairment charges or other adjustments to the carrying value of the Chial Reserve Assets. A failed or prolonged unwinding process could also create uncertainty among our employees, customers, villa owners, lenders and investors, and could impair our ability to obtain financing or complete an uplisting.

On the other hand, if an unwinding is completed, we would no longer own Chial Reserve, which we originally expected to generate a substantial portion of our revenue in the short term, including from villa sales and villa booking fees, and which employ a majority of our Belize-based employees. As a result, our revenues could decline or not increase as projected, our operations would be concentrated in the Awaysis Casamora Assets, which remain under construction and depend on financing we have not yet fully obtained, and we may again have limited operating revenues. We may not recover all of the cash consideration we paid at closing, the amounts we have invested in developing the Chial Reserve Assets, or our transaction costs. An unwinding could also require us to resolve obligations to purchasers of villas who financed their purchases under developer mortgages, to owners who participate in our rental program, and to third parties with whom we have contracted in respect of the Chial Reserve Assets, and could result in tax, regulatory or accounting consequences in Belize and the United States, including the presentation of the Chial Reserve Assets as discontinued operations and losses upon disposition. Any of these consequences could also adversely affect the market’s perception of our business strategy and the trading price of our Common Stock.

We are dependent on management. Failure to retain and recruit, or failure to manage succession of, key personnel could have an adverse impact on our future performance.

Our business is and will continue to be significantly dependent on our management team, including Michael Singh and Andrew Trumbach, our Co-CEOs. Our success depends upon the continued service of these directors and officers. The loss of any member of our management team could have a materially adverse effect on our business, financial condition and results of operations.

Our ability to attract, engage, develop and retain qualified and experienced employees at all levels, including in executive and other key strategic positions, is essential for us to meet our objectives. Competition among potential employers might result in increased salaries, benefits or other employee-related costs, or in our failure to recruit and retain employees which could have a materially adverse impact on our business operations, financial condition and results of operations.

Additionally, any failure to adequately plan for and manage succession of key management roles or the failure of key employees to successfully transition into new roles could have a material adverse effect on our business and results of operations. While we have employment arrangements with certain key executives, these do not guarantee the services of these executives will continue to be available to us.

Failure to properly estimate the risks, time and cost involved in a project or delays in completion may lead to cost overruns and affect our financial conditions and any profitability.

When determining the price to construct and develop its projects, we generally take into account factors including, the nature, scale, complexity and location of the relevant project, as well as the estimated material, labor and equipment cost. As such, whether we are able to achieve our target profitability in any project is significantly dependent on our ability to accurately estimate and control these costs. The actual time taken and cost involved in implementing the construction and development of our project may be adversely affected by a number of factors, such as shortage or cost escalation of materials and labor, adverse weather conditions, accidents, and any other unforeseen problems and circumstances. As of the aforesaid factors may give rise to delays in completion of works or cost overruns, which in turn result in a lower profit margin or even a loss for a project, thereby materially and adversely affecting our financial condition, profitability or liquidity.

We are subject to significant accounts payable and other current liabilities.

We have accounts payable and other current liabilities of approximately $717,045 as of June 30, 2026. We also incur indebtedness from time to time to fund operations or acquire assets, such as recent loans from certain of our affiliates totaling in excess of $6.4 million. Our operations are not currently able to generate sufficient cash flows to meet our payable and other liabilities, which could reduce our financial flexibility, increase interest expenses, and adversely impact our operations. We have not historically generated sufficient cash flow from operations to enable us to repay indebtedness and to fund other liquidity needs. Such indebtedness could affect our operations in several ways, including the following:

We may not have sufficient liquidity to repay certain outstanding promissory notes at maturity, which could result in the loss of properties and related assets securing those notes.

We have issued promissory notes to Michael Singh, our Co-CEO and his affiliate that are set to mature on December 8, 2026, with an aggregate outstanding principal balance of $5.2 million. If we are unable to repay these notes at maturity or extend the maturity date, and we are unsuccessful in unwinding our acquisition of Chial Reserve and the related indebtedness, our Co-CEO and his affiliate may have the right to accelerate the obligations and foreclose on the collateral securing such notes, which may include the properties we have acquired using the proceeds of these loans. In such event, we could lose control of strategic properties that are critical to our business operations.

Additionally, it is uncertain whether any foreclosure or transfer of ownership would take into account the improvements we have made to such properties since acquisition, or whether we would be entitled to any reimbursement for capital expenditures or development costs. The loss of these properties and the potential impairment of related investments could have a material adverse effect on our business, financial condition, and prospects.

The expansion of our operations can have a significant impact on our profitability.

We intend on expanding our business through the acquisition, development, maintenance, and operation of residential/resort properties. Any expansion of operations that we may undertake will entail risks, such actions may involve specific operational and management activities which may negatively impact our profitability. Consequently, investors must assume the risk that (i) such expansion may ultimately involve expenditures of funds beyond the resources available to us at that time, and (ii) management of such expanded operations may divert management’s attention and resources away from our existing operations, all of which may have a material adverse effect on our present and prospective business activities.

Our financial success is dependent on general economic conditions.

Our financial success may be sensitive to adverse changes in general economic conditions in the United States, Belize and any other jurisdiction in which our resort properties are or may be located, such as recession, inflation, unemployment, geopolitical situations, and interest rates. Such changing conditions could reduce demand in the marketplace for our hospitality and resort services. We have no control over these changes.

Our operating results are subject to significant fluctuation based on seasonality and other factors.

Our operating results may fluctuate significantly from period to period as a result of a variety of factors, including purchasing patterns of customers, competitive pricing, debt service and principal reduction payments, and general economic conditions. Additionally, we expect to experience seasonality in the segments of our business that rely on short-term and long-term bookings, with stronger revenue generation during traditional vacation periods for those expected locations. The portion of our business of selling units may be moderately cyclical as the demand for vacation units for sale is affected by the availability and cost of financing for purchasers, as well as general economic conditions and the relative health of the travel industry. Our operating results may vary on a quarterly basis and may fluctuate significantly in the future. Other factors may affect our operating results, some of which are beyond the control of management. Accordingly, we believe that quarter-to-quarter comparisons of our operating results may not necessarily be meaningful, and investors should not place undue reliance on the results of any particular quarter as an indication of our future performance.

Risks Relating to our Properties

Our success will partially depend upon acquiring and redevelopment of hospitality properties in varying stages of development, and we may be unable to consummate acquisitions on advantageous terms, the acquired properties may not perform as expected, or we may be unable to efficiently develop or integrate new hospitality operations and properties into our existing operations.

We intend to acquire hospitality operations and properties in varying stages of development which we would then re-develop, operate, maintain and manage. The acquisition of such properties entails various risks, including the risks that they may not perform as expected, that we may be unable to integrate new hospitality operations and properties quickly and efficiently into our existing operations and that the cost estimates for the development of a property may prove inaccurate.

Investors are reliant on management’s assessment, selection, and development of appropriate properties.

Our ability to achieve our current objectives is dependent upon the performance of our management team in the quality and timeliness of our acquisition and development of hospitality properties. Subject to requirements of applicable law, our stockholders are not expected to have an opportunity to evaluate the terms of transactions or other economic or financial data concerning any particular property we may acquire and re-develop. Investors must rely entirely on the decisions of the management team and the oversight of our principals.

Our profitability may be impacted by delays in the selection, acquisition and development of properties.

We may encounter delays in the identification, acquisition and development of properties that could adversely affect our profitability. We may experience delays in identifying properties that satisfy ideal purchase parameters.

Our business is affected by macroeconomic conditions, including rising inflation, interest rates and supply chain constraints.

Various macroeconomic factors could adversely affect our business and the results of our operations and financial condition, including changes in inflation, interest rates and overall economic conditions and uncertainties such as those resulting from the current and future conditions in the global financial markets. For instance, rising interest rates could impact our net income. Recent supply chain constraints have led to higher inflation, which, if sustained, could have a negative impact on our resort development and operations. Furthermore, it could create unexpected renovation or maintenance costs or delays and/or could impact our development projects, any of which could adversely impact our results of operations. If inflation or other factors were to significantly increase our business costs, our ability to grow our business could be negatively affected. Current capital market conditions, including the impact of inflation, have increased borrowing rates (even as they have come down to some extent) and can be expected to increase our cost of capital and also affect our ability to raise capital on favorable terms, or at all, in order to fund our operations.

Supply chain disruptions could create unexpected renovation or maintenance costs or delays and/or could impact our development projects, any of which could adversely impact our results of operations.

Supply chain disruptions and the cost of materials, parts and labor have progressively increased and may continue to do so over the long-term. Our construction projects, including renovations and/or maintenance are a routine and necessary part of our business. We may incur costs for these projects or routine maintenance at our properties that exceed our original estimates due to increased costs for materials or labor or other costs that we do not anticipate. We also may be unable to complete our development projects on schedule due to supply chain disruptions or labor shortages.

We may be unable to sell a property if or when we decide to do so, including as a result of uncertain market conditions, which could adversely affect our ability to respond to market conditions.

Although we expect to develop, operate, manage and hold the various properties we acquire as part of our business plan, there may be times when it would be appropriate to instead sell or otherwise divest one or more properties. Our ability to dispose of properties on advantageous terms depends on factors, some of which are beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of the properties acquired. We cannot predict the various market conditions affecting real estate and hospitality properties which will exist at any particular time in the future. Due to the uncertainty of market conditions, which may affect the future disposition of the properties acquired, we cannot assure our shareholders that we will be able to sell such properties at a profit in the future. Furthermore, we may be required to expend funds to correct defects or to make improvements to our hospitality properties if we otherwise would want to dispose of a property but the market to do so is not positive. Funds may not be available to correct such defects or to make such improvements. In acquiring a property, we may agree to restrictions that prohibit the sale of that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. These provisions would restrict our ability to sell a property.

We may not succeed in creating a vacation-remote work enclave strategy.

We believe that the acquisition of hospitality properties for redevelopment will be critical to our ability to enter new emerging markets and build local market density. This strategy is expected to contribute to our ability to grow revenues and increase profitability over time. In order to build on this concept of creating vacation-remote work enclave communities, we must be able to identify and maintain a pipeline of locally managed vacation homes and condominiums in new and emerging markets. We have had initial success in identifying existing shovel ready resorts and vacation properties by giving developers and owners an exit strategy and providing market and developmental expertise to reposition the acquired assets to maximize revenues, but that may not continue. Our ability to maintain this momentum depends in part on our ability to provide a unique and consistent experience to both owners of individual units and guests, which has not been proven due to our early stage of operations.

Our properties may be subject to liabilities or other problems.

We intend to perform certain due diligence for each property or other real estate related asset that we acquire. We will also seek to obtain appropriate representations and indemnities from sellers with respect to such properties. We may, nevertheless, acquire properties that are subject to uninsured liabilities or that otherwise have problems. In some instances, we may have only limited or perhaps even no recourse for any such liabilities or other problems or, if we received indemnification from a seller, the resources of such seller may not be adequate to fulfill its indemnity obligation. As a result, we could be required to resolve or cure any such liability or other problems, and such payment could have an adverse effect on our cash flow available to meet other expenses or to make dividend payments to shareholders.

The failure to successfully execute and integrate properties that support our business model could adversely affect our growth rate and consequently our revenues and results of operations.

We expect that we may acquire multiple properties for development or redevelopment at any given time, from time to time. If we are not able to consummate these acquisitions, it could negatively impact our projected growth rate, revenue results, results of operations and the trading prices of our Common Stock. Furthermore, such transactions involve a number of financial, accounting, operational, legal, compliance and other risks and challenges, any of which could negatively affect our projected growth rate revenue results, results of operations and the trading price of our Common Stock and may have a material adverse effect on our business, results of operations and financial condition.

There are significant risks associated with “value-add” and properties in need of re-positioning.

Our targeting of financially distressed properties (and, in some cases, raw land) to develop into Awaysis-branded resort communities is expected to result in our owning properties which are partially leased or completely vacant and thus not generating positive cash flow (or any cash flow). Similarly, under-performing and value-add properties that we are targeting may experience unanticipated delays in, or increases of the cost to improve or reposition those properties that may be beyond our control. There is no assurance we will be successful in stabilizing such properties given the significant number of factors beyond our control, including general or local economic conditions and local market demand that may come into play, which could materially adversely affect our results of operations and financial condition.

Uninsured losses relating to real property may adversely affect our performance.

We will attempt to ensure that all of our properties are comprehensively insured (including liability, fire, storm and extended coverage) in amounts sufficient to permit replacement in the event of a total loss, subject to applicable deductibles. However, in the event such insurance is not sufficient, or if we do not have a sufficient external source of funding to repair or reconstruct a damaged property our results of operations and financial condition could be adversely affected. There can be no assurance that any such source of funding will be available to us for such purposes in the future.

Competition for real property to grow our business may increase costs and reduce returns.

We will experience significant competition for hospitality assets and projects from individuals, corporations, banks, insurance company investment accounts, as well as hotel and resort operators, real estate limited partnerships, real estate investment funds, commercial developers, pension plans, institutional and foreign investors and entities engaged in real estate investment activities, among others. We will compete against other potential purchasers, managers, and developers of resort-style properties. We believe that competition for these properties will increase for the properties of the type we seek to develop. Many of these competing entities have greater financial and other resources allowing them to compete more effectively. This competition may result in us paying higher prices to acquire potential resort and hospitality properties than we otherwise would, making it more difficult to identify and close on the acquisition of desirable properties. We may be unable to acquire properties that we believe meet our business objectives from time to time.

In addition, our resorts may be located close to resorts that are owned by competitors. These competing resorts may be better located and more suitable for our target demographics than our resorts, resulting in a competitive advantage for these other resorts. We may face similar competition from other resorts that may be developed in the future. This competition may limit our ability to sell units and/or manage such units, increase our costs of securing such purchasers or customers, and limit our ability to charge higher prices or fees and/or require us to make capital improvements we otherwise might not make to our resorts. As a result, we may suffer reduced cash flow with a decrease in share price and/or the ability to provide dividends.

Environmental regulations and issues, certain of which we may have no control over, may potentially impose liability and adversely impact our business.

Federal, state, and local laws and regulations impose environmental controls, disclosure rules and zoning restrictions which directly impact the management, development, use, and/or sale of real estate. Such laws and regulations tend to discourage sales and leasing activities and mortgage lending with respect to some properties, and may therefore adversely affect us specifically, and the real estate industry in general. Failure to uncover and adequately protect against environmental issues may subject us to liability as the buyer of such property. Environmental laws and regulations impose liability on current or previous real property owners or operators for the cost of investigating, cleaning up or removing contamination caused by hazardous or toxic substances at the property.

We may be held liable for such costs as a subsequent owner and developer of such property. Liability can be imposed even if the original actions were legal, and we had no knowledge of the presence of hazardous or toxic substances.

We may also be held responsible for the entire payment of the liability if we are subject to joint and several liabilities and the other responsible parties are unable to pay. Further, we may be liable under common law to third parties for damages and injuries resulting from environmental contamination emanating from the site, including the presence of asbestos containing materials. Insurance for such matters may not be available. Additionally, new or modified environmental regulations could develop in a manner which could adversely affect us.

The cost of defending against claims of liability, complying with environmental regulatory requirements or remediation of any contaminated property could have a materially adverse effect on our business, assets or results of operations.

Real estate may develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing as exposure to mold may cause a variety of adverse health effects and symptoms, including allergies or other reactions.

As a result, the presence of significant mold at any of our properties could require us to undertake a costly remediation program to contain or remove the mold from the affected property. In addition, the presence of significant mold could expose us to liability from its tenants, employees of such tenants and others if property damage or health concerns arise.

Terrorist attacks or other acts of violence or war may adversely affect our industry, operations, and profitability.

Terrorist attacks or other acts of violence or war may harm our results of operations. There can be no assurance that these attacks or armed conflicts, whether international or domestic, will not occur. These attacks or armed conflicts may directly or indirectly impact the value of the property we own or that secures our loans. Losses resulting from these types of events may be uninsurable or not insurable to the full extent of the loss suffered. Moreover, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the United States and worldwide financial markets and economy. These attacks or armed conflicts could also result in economic uncertainty in the United States or abroad. Adverse economic conditions resulting from terrorist attacks or other acts of violence or war could reduce demand for space in our properties due to the adverse effect on the economy and thereby reduce the value of our properties.

Our international operations subject us to additional costs and risks, which could adversely affect our business, financial condition, and results of operations.

We expect that, initially, all of the resorts we develop, operate and manage will be outside of the United States. Our growth strategy depends, in part, on continued international operations.

International sales and operations are subject to a number of risks, including the following:

These and other factors could harm our ability to generate revenue outside of the United States and, consequently, adversely affect our business, financial condition, and results of operations.

We will be subject to risks related to the geographic locations of the properties we develop and manage.

If the hospitality markets or general economic conditions in the geographic areas in which we intend to operate declines, we may be delayed in completing development of our properties or revenues generated from these resort properties in these areas could decline. Any of these events could materially adversely affect our business, financial condition or results of operations.

We are subject to significant government regulations, which could adversely affect our business, financial condition, and results of operations.

We are subject to a number of U.S. federal and state and, with respect to our non-U.S. operations, foreign, laws and regulations that involve matters central to our business. These laws and regulations may involve privacy, data protection, security, rights of publicity, content regulation, intellectual property, competition, consumer protection, credit card processing, taxation, anti-bribery, anti-money laundering and corruption, economic or other trade prohibitions or sanctions or securities law compliance or other subjects. Many of these laws and regulations are still evolving and being tested in courts and could be interpreted and applied in a manner that is inconsistent from country to country or state to state and inconsistent with our current policies and practices and in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often are uncertain. The costs of complying with these laws and regulations are high and likely to increase in the future, particularly as the degree of regulation increases, our business grows, and our geographic scope expands. Further, the impact of these laws and regulations may disproportionately affect our business in comparison to our peers in the hospitality industry that have greater resources. Any failure on our part to comply with these laws and regulations may subject us to significant liabilities or penalties, or otherwise adversely affect our business, financial condition or operating results.

We are also subject to U.S. federal and state and foreign laws and regulations regarding privacy and data protection, including with respect to the storage, sharing, use, processing, transfer, disclosure, and protection of personal data. The potential effects of new and evolving legislation relating to privacy, data security, and data protection are far-reaching, create the potential for a patchwork of overlapping but different laws, and may require us to modify practices and policies, incur substantial costs and expenses in an effort to comply, or restrict our operations.

We take a variety of technical and organizational security measures and other measures designed to protect our data, including data pertaining to our employees, customers, service providers and consumers. Despite measures we put in place, we may be unable to anticipate or prevent unauthorized access to such data.

Non-compliance with any applicable laws and regulations could result in penalties or significant legal liability. Further, even the perception of such noncompliance may result in reputational damage, and our business may be seriously harmed. Although we take reasonable efforts to comply with all applicable laws and regulations, there can be no assurance that we will not be subject to regulatory action, including fines, in the event of an incident. We could be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, results of operations or financial condition.

Weather events, natural disasters and other events beyond our control could adversely affect our business.

Our business and operations could be materially and adversely affected in the event of earthquakes, floods, fires, inclement weather, other weather events, telecommunications failures, blackouts, or other power losses, break-ins, acts of terrorism, wars and other armed conflicts, political or geopolitical crises, public health crises, pandemics or endemics, or other catastrophic events. Our business would be especially adversely impacted if such events were to occur during peak vacation or travel periods.

While we generally consider potential risks related to weather as part of our operations strategy, we do not have a specific business continuity or disaster recovery plans in place. Even if we were to adopt such a plan, it may not adequately protect us from serious disasters and adverse impacts, including our ability or the ability of any of our resorts to remain operational during such events. In addition, climate change events could have an impact on critical infrastructure in the jurisdictions in which we operate or intend to operate, which has the potential to disrupt our business. During weather events we may be unable to maintain full operations in the affected area.

Further, if floods, fire, inclement weather including extreme rain, wind, heat, or cold, or accidents due to human error were to occur and cause damage to our properties, or if our operations were interrupted by telecommunications failures, blackouts, acts of terrorism, wars and other armed conflicts, political or geopolitical crises, or public health crises, our results of operations would suffer.

There may be several conflicts of interest that arise as we implement our business plan.

Certain of our officers and directors and our affiliates may engage, for their own account, or for the account of others, in other business ventures similar to ours or otherwise, and neither we nor any shareholder shall be entitled to any interest therein. Our management will devote only so much time to our business as is reasonably required. If a specific business venture becomes available, such person(s) may face a conflict in selecting between our business and his or her other business interests. We will not share in the risks or rewards of such other ventures; however, such other ventures will compete for their time and attention, which might create other conflicts of interest. We do not at this time require our officers or directors to devote any particular amount of time to the Company. As a result, our business and results of operations could be materially adversely affected.

Between November 15, 2024, and December 20, 2024, we borrowed an aggregate of approximately $3.3 million under a Secured Promissory Note dated December 1, 2024, as amended. BOS Investment Inc. is an affiliate of Michael Singh, the Company’s Co-CEO. A portion of the loan proceeds was used for the acquisition of our Chial resort property from another affiliate of Mr. Singh. The Company’s entry into this loan arrangement and line of credit presents a conflict of interest, as Mr. Singh is affiliated with both the lender and the borrower. We are now pursuing with Mr. Singh an unwinding of that transaction. This dual affiliation could require him to take actions on behalf of the lender that are adverse to the Company’s interests, which could materially adversely affect our business.

The aggregate estimated purchase price of the Chial Reserve Assets was $5,500,000, which was subsequently adjusted to approximately $4,465,415 based on a third-party appraisal of the property consisting of: (i) $2,400,000 adjusted to $2,378,137 in cash paid at closing; (ii) a $1,500,000 secured promissory note, dated December 21, 2024, as amended, between the Company and Michael Singh, which bears no interest and has a maturity date on the earlier of December 8, 2026 or the up-listing of the Company to the NYSE American; and (iii) a $1,600,000 senior convertible promissory note dated December 20, 2024, as amended, adjusted to $587,278 to account for current approximate appraisal, between the Company and Michael Singh, as amended, bearing interest at 3.5% per annum and maturing on December 8, 2026 or the uplisting of the Company to the NYSE American. As of June 30, 2026, the balance was trued-up to $300,535 due to villa sales and acquisition cost adjustments.

On May 21, 2025, the Company entered into a Convertible Promissory Note with Andrew Trumbach, the Company’s Co-CEO and CFO as the lender, which memorialized a $150,000 loan and loan terms. The amount borrowed was provided by Dr. Trumbach to the Company on April 10, 2025. Interest on the Loan is 12% per annum, payable, with the principal and any and all fees, costs and expenses then due under the Note, on December 8, 2026. The note is convertible into the common stock of the Company, in whole or in part, at the option of Dr. Trumbach at any time prior to the maturity date, at an exercise price per share of $0.16. Effective June 15, 2026, the maturity date of the note was extended to December 8, 2026.

To comply with certain legal formalities in Belize, Mr. Singh and Andrew Trumbach, the Company’s Co-CEO and Chief Financial Officer, initially formed and were the sole owners of Awaysis Belize, before transferring 100% of their ownership to the Company for nominal consideration.

Although these assets were purchased based on arm’s-length appraisals, inherent conflicts remain due to certain officers and/or directors acting in dual roles as both representatives of the seller and the buyer, or borrower and lender, in the same transaction.

The units we offer may be subject to regulatory scrutiny under federal or state securities laws.

We intend from time to time to sell individual units in our resort properties to third parties. These unit holders will be offered the right to retain us to manage those units for short or long-term stays by tourists, in which case we will receive a fee from the unit holder for any bookings we manage. We believe, based on applicable law and related guidance, including the SEC’s framework under SEC Release No. 33-5347 and relevant case law, that the offer and sale of these units do not constitute an offer or sale of a “security” under the Securities Act of 1933, as amended, and therefore do not require registration or an exemption.

However, the determination of whether an interest constitutes an “investment contract” and therefore a security depends on facts and circumstances, including how the offering is structured and marketed and how unit purchasers view the opportunity. Additionally, there remains some degree of regulatory uncertainty, particularly with respect to real estate offerings that include optional rental or income-generating features. Therefore, the SEC, a state regulator, or a court, could ultimately take a contrary view and determine that the units we offer should be treated as securities. If such a determination were made, we could be required to register the offering of such units under the Securities Act or applicable state securities laws, offer rescission rights to purchasers, pay fines or penalties, or otherwise become subject to enforcement or litigation. Any of these outcomes could have a material adverse effect on our business, reputation, and financial condition.

Risks Related to Being a Public Company

We continue to incur increased legal, accounting, compliance and corporate governance costs, and our management is required to devote significant time to complying with the requirements applicable to a public company.

We incur significant legal, accounting and other expenses as a public company with shares quoted on OTCID, including being subject to the responsibilities, obligations, and reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the Dodd-Frank Act, as well as rules adopted, and to be adopted, by the SEC, the OTC Markets and any national securities exchange we may list in the future and other applicable securities rules and regulations, which impose various requirements on public companies, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices.

Our management and other personnel need to devote an increasing and substantial amount of time to these public company requirements. Moreover, we expect these new rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We may need to hire additional legal, accounting and financial staff with appropriate public company experience and technical accounting knowledge and maintain an internal audit function, which we do not have the funds to afford at this time.

In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time consuming. These laws, regulations, and standards are subject to varying interpretations and may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

The rules and regulations applicable to public companies, whether or not listed on a national securities exchange, make it more expensive for us to obtain and maintain director and officer liability insurance. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

All of the above risks may increase as, if and when we are successful in listing our common stock on a national securities exchange, of which we can give no assurance of success.

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

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

Risks Relating to our Common Stock

There is a limited trading market for our Common Stock, which could make it difficult for you to liquidate an investment in our Common Stock, in a timely manner.

Our Common Stock is currently quoted on OTCID. Because there is a limited public market for our Common Stock, you may not be able to liquidate your investment when you want. We cannot assure you that an active trading market for our Common Stock will ever develop. The lack of an active public trading market means that you may not be able to sell your shares of Common Stock when you want, thereby increasing your market risk. Until our Common Stock is listed on a national securities exchange, which we can provide no assurance, we expect that it will continue to be quoted on OTCID. An investor may find it difficult to obtain accurate quotations as to the market value of the Common Stock and the trading of our Common Stock may be extremely sporadic. For example, several days may pass before any shares may be traded. In addition, if we failed to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling the Common Stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital.

The market price and trading volume of our Common Stock may be volatile, which may adversely affect its market price.

The market price of our Common Stock could be subject to significant fluctuations due to factors such as:

As a result, shares of our Common Stock may trade at prices significantly below the price you paid to acquire them. Furthermore, declines in the price of our Common Stock may adversely affect our ability to conduct future offerings or to recruit and retain key employees, including our managing directors and other key professional employees.

Your interest in us may be diluted if we issue additional shares of Common Stock.

In general, shareholders do not have pre-emptive rights to any Common Stock issued by us in the future. Therefore, shareholders may experience dilution of their equity investment if we issue additional shares of Common Stock in the future, including shares issuable under equity incentive plans, or if we issue securities that are convertible into shares of our Common Stock, which we intend to do.

We may not be able to satisfy listing requirements of a national securities exchange or obtain or maintain a listing of our Common Stock on a national securities exchange.

We intend to apply to list our Common Stock on a national securities exchange, although we do not have a definitive timeline for doing so. If our Common Stock is listed on a national securities exchange, we must meet certain financial and liquidity criteria to maintain such listing. If we violate the exchange’s listing requirements, our Common Stock may be delisted. If we fail to meet any of the exchange’s listing standards, our Common Stock may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our Common Stock from a national securities exchange may materially impair our stockholders’ ability to buy and sell our Common Stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our Common Stock. Our inability to list on a national securities exchange, or, if successful, a subsequent delisting of our Common Stock could significantly impair our ability to raise capital and the value of your investment.

Our Common Stock is subject to the “penny stock” rules of the SEC, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The SEC has adopted regulations which generally define a “penny stock” as an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The SEC’s penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and the salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that before a transaction in a penny stock occurs, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s agreement to the transaction. If applicable in the future, these rules may restrict the ability of brokers-dealers to sell our Common Stock and may affect the ability of investors to sell their shares, until our Common Stock no longer is considered a penny stock.

Certain of our executive officers and directors, through their direct and indirect ownership of Common Stock, can substantially influence the outcome of matters requiring shareholder approval and may prevent you and other stockholders from influencing significant corporate decisions, which could result in conflicts of interest that could cause the Company’s stock price to decline.

Harthorne Capital, Inc., which is owned by certain of our executive officers and directors, along with Mr. Singh and Dr. Trumbach, collectively beneficially owns shares of our Common Stock equal to approximately 65% of our outstanding shares of Common Stock. As a result, such individuals will have the ability, acting together, to substantially influence the election of our directors and the outcome of corporate actions requiring shareholder approval, such as: (i) a merger or a sale of our Company, (ii) a sale of all or substantially all of our assets, and (iii) amendments to our articles of incorporation and bylaws. Additionally, such ownership concentration and leadership positions give Mr. Singh and Dr. Trumbach the power to control, or substantial influence over, employment decisions, including compensation arrangements for themselves. Furthermore, this concentration of voting power and control could have a significant effect in delaying, deferring or preventing an action that might otherwise be beneficial to our other shareholders and be disadvantageous to our shareholders with interests different from those individuals. These individuals also have significant control over our business, policies and affairs as officers and/or directors of our Company. These stockholders may exert influence in delaying or preventing a change in control of the Company, even if such change in control would benefit the other stockholders of the Company. Lastly, the significant concentration of stock ownership may adversely affect the market value of the Company’s Common Stock due to investors’ perception that conflicts of interest may exist or arise. Therefore, you should not invest in reliance on your ability to have any control over the Company. In addition, stock ownership of insiders and management, at high levels of ownership, may induce executive decisions inconsistent with growth-oriented risk-taking.

Anti-takeover provisions in the Company’s charter and bylaws under Delaware law may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of the Company difficult.

Provisions in the Company’s certificate of incorporation and bylaws may delay or prevent an acquisition or a change in management. These provisions include a classified board of directors; although as of the date of the Annual Report on Form 10-K, our Board has not yet approved the designations of any of our directors as a particular class of directors. Although the Company believes this provision could provide for an opportunity to receive higher bids by requiring potential acquirers to negotiate with the Company’s board of directors, they would apply even if the offer may be considered beneficial by some stockholders. In addition, these provisions may frustrate or prevent any attempts by the Company’s stockholders to replace or remove then current management by making it more difficult for stockholders to replace members of the board of directors, which is responsible for appointing members of management.

Investments in our Common Stock may provide you with limited rights, and we do not expect to pay cash dividends in the short term.

Common stock and similar equity securities generally represent the most junior position in an issuer’s capital structure and, as such, generally entitle holders to an interest in the assets of the issuer, if any, remaining after all more senior claims to such assets have been satisfied. Holders of common stock generally are entitled to dividends only if and to the extent declared by the governing body of the issuer out of income or other assets available after making interest, dividend, and any other required payments on more senior securities of the issuer. We anticipate that we will retain our earnings, if any, for future growth and therefore do not anticipate paying cash dividends on our Common Stock in the short term. Investors seeking cash dividends should not invest in our Common Stock for that purpose.

We qualify as a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our Common Stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii) its annual revenues exceeded $100 million during such completed fiscal year and the market value of our Common Stock held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 1C. Cybersecurity.

Since 2022, we have been primarily focused on launching our real estate management and hospitality business. We have 20 employees and currently use third-party vendors and service providers for other activities.

We use a third-party sub-contractor to manage all Information Technology (IT) issues, including protection against, detection, and response to cyberattacks.

The measures that are being taken to ensure proper protection include:

Additionally, we believe that our third-party vendors and service providers have their own respective cybersecurity protocols which our management believes to be adequate for protecting any of the Company’s data that might be in their possession from time to time; however, having such protocols is not necessarily a condition for us using or not using the services of any such vendors or providers.

Our Chief Financial Officer is responsible for assessing and managing cybersecurity risks, through his oversight of our IT service provider that manages our IT. Our CFO has a Doctorate Degree in Information Technology Management and has specific cybersecurity expertise. The Company has an Information Technology Policy that, among other things, governs and provides cybersecurity policies and processes, including defining safety measures to protect the Company’s confidentiality, integrity and availability of data and other intellectual properties, as well as to define the manner in which information is stored, saved and routed in the Company’s network. Additionally, the Board and management believe cybersecurity represents an important component of the Company’s overall approach to risk management and oversight.

Cybersecurity threats have not materially affected, and are not reasonably likely to affect, the Company, including its business strategy, results of operations or financial condition while we are strategically focused on pursuing development of our Casamora property. The Company is not aware of any material security breach to date.

Accordingly, the Company has not incurred any expenses over the last two years relating to information security breaches. The occurrence of cyber-incidents, or a deficiency in our cybersecurity or in those of any of our third-party service providers could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information and systems, or damage to our business relationships or reputation, all of which could negatively impact our business and results of operations. There can be no assurance that the Company’s third-party vendors’ and service providers’ cybersecurity risk management processes, including their policies, controls or procedures, will be fully implemented, complied with or effective in protecting the Company’s systems and information.

Item 2. Properties.

Our principal executive office is located at 3400 Lakeside Drive, Suite 100, Miramar, Florida, pursuant to a 62-month lease that commenced at or around September 1, 2022. This facility, consisting of 2,349 square feet, provides the space and infrastructure necessary to accommodate our present operations, based on our current business plan. The annual rent for the first lease year was approximately $86,000, with subsequent lease years subject to escalation clauses. We made aggregate lease payments of $86,400 during the fiscal year ended June 30, 2026.

See “Item 1. Business” above for a description of our Awaysis Casamora property and our Chial Reserve property.

Indebtedness consists of the construction facility from The Belize Bank Limited in the amount of $2,000,000 plus $51,500 in loan and closing cost fees, bearing interest at 8% and maturing September 30, 2036, with the first six months interest-only and secured by certain of the Casamora assets, and approximately $3.3 million in principal from affiliated-party financing provided by BOS Investment Inc., an affiliate of our Co-Chief Executive Officer Michael Singh, bearing interest at 3.5% and secured by substantially all of our assets.

Item 3. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business.

We are not currently a party in any legal proceeding or governmental regulatory proceeding nor are we currently aware of any pending or potential legal proceeding or governmental regulatory proceeding proposed to be initiated against us that would have a material adverse effect on us or our business.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

There is no “established trading market” for our shares of Common Stock. Since May 25, 2022, our Common Stock has been quoted on OTCID under the ticker symbol “AWCA”. There can be no assurance that a trading market will ever develop or, if such a market does develop, that it will continue. Prior to May 25, 2022, our Common Stock was quoted on OTCID under the symbol “ASZP”.

The following table shows the high and low bid prices of our Common Stock for the periods indicated. These quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions, and may not represent actual transactions.

As of June 30, 2026, there were approximately 347 holders of record of our common stock, and the last reported closing sales price of our common stock on that date was $0.33.

Dividend Policy

We have never declared or paid any cash dividend. We do not anticipate that we will declare or pay any dividends in the foreseeable future. Our current policy is to retain earnings, if any, to fund operations, and the development and growth of our business. Any future determination to pay cash dividends will be at the discretion of our Board and will be dependent upon our financial condition, operation results, capital requirements, applicable contractual restrictions, restrictions in our organizational documents, and any other factors that our Board deems relevant.

Equity Compensation Plan Information Table

The following table provides information about shares of our common stock that may be issued upon the exercise of options under all of our existing compensation plans as of June 30, 2026.

⁽¹⁾ Does not include 1,500,000 options to purchase our common stock authorized but not yet issued to Tyler Trumbach, our Chief Legal Officer and a director.

Unregistered Sale of Securities

During the fiscal year ended June 30, 2026, the Company has made the following issuances of its unregistered securities, none of which involved any underwriter, underwriting discounts or commissions. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

On August 15, 2025, the Company issued 61,957 shares of its Common Stock as consideration for services rendered by a third-party service provider and were subject to restrictions on transferability. The transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering and were subject to restrictions on transferability.

On November 21, 2025, the Company issued 760,371 shares of its restricted common stock at a price per share of $0.21 related to a partial satisfaction of accrued interest related to a note payable. The transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering and were subject to restrictions on transferability.

On November 21, 2025, the Company issued an aggregate of 99,999 shares of its restricted common stock to certain investors at a price per share of $0.15. The transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering and were subject to restrictions on transferability.

On December 31, 2025, the Company issued an aggregate of 1,107,127 shares of its Common Stock as consideration for services rendered by third-party service providers and were subject to restrictions on transferability. The transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering and were subject to restrictions on transferability.

On December 31, 2025, the Company issued an aggregate of 22,167,628 shares of restricted Common Stock at a price per share of $0.12, in lieu of accrued cash compensation owed to Mr. Singh, Dr. Trumbach, and Mr. Trumbach. Prior to issuance, Mr. Singh and Dr. Trumbach assigned and gifted their respective rights to receive these shares to immediate family members. The issuance of these securities was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering and were subject to restrictions on transferability.

On April 27, 2026, the Company issued 3,640 shares of its restricted common stock to an investor at a price per share of $0.30. The transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering and were subject to restrictions on transferability.

On April 27, 2026, the Company issued 13,228 shares of its restricted common stock to an investor at a price per share of $0.32. The transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering and were subject to restrictions on transferability.

On April 28, 2026, the Company issued 52,805 shares of its Common Stock as consideration for services rendered by a third-party service provider and were subject to restrictions on transferability. The transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering and were subject to restrictions on transferability.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

Certain information contained in this MD&A includes “forward-looking statements.” Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition and results of operations, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our existing and proposed business, including many assumptions regarding future events. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors, including those risks described in detail in the section of this Annual Report on Form 10-K entitled “Risk Factors” as well as elsewhere in this Annual Report.

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “would,” “will,” “could,” “scheduled,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these words or comparable terminology.

Considering these risks and uncertainties and especially given the nature of our existing and proposed business, there can be no assurance that the forward-looking statements contained in this section and elsewhere in this Annual Report on Form 10-K will in fact occur. Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

Overview

Awaysis Capital, Inc. operates as an integrated hospitality and real estate operating platform focused on acquiring, developing, and actively managing residential resort communities.

The Company generates revenue, or intends to generate revenue, primarily through:

While the Company acquires and develops real estate assets, these activities are undertaken to support its core operating platform, rather than for passive investment or long-term yield generation. The Company’s strategy is to create operationally integrated residential resort communities that generate recurring revenue through hospitality-driven services.

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

At least initially, we are seeking to develop resorts that have not been completed nor have significant prior operational history. As such, we intend to purchase the real estate underlying the planned community and finish the development, then, depending on the property, we would either sell the finished individual units to buyers, or we would retain ownership of the finished individual units and market them for short- or long-term hotel/resort stays. Individual units sold to third-party buyers can then be used by them for their personal use or in their sole discretion from time to time, book for third party short- or long-term stays, either managed by us or through other arrangements in compliance with local law. In addition, we would own and manage the common areas of each community, including any areas devoted to restaurants/bars, pools, retail, spas and fitness centers, some of which we may determine to outsource to third parties at prevailing market rates. We do not have a limit on the number of units or other parts or amenities of a particular community that we will sell, lease or retain, nor do we have a percentage limit to the amount of revenues generated by the units we do retain, and in such cases, will be a result of market forces from time to time. Any revenue we generate from a particular unit owned by a third party who opts to retain us to manage bookings of their unit will be split between us and the individual owner of the unit, pursuant to a separate agreement between us.

Third-party owners of units have the option to make their units available for short-term rental, subject to applicable local laws and regulations. In jurisdictions such as Belize, all short-term rental bookings must be processed through an entity that holds a valid Belize hotel license. Accordingly, owners who choose to engage the Company for rental management services enter into an exclusive rental management agreement with our licensed operating subsidiary or, where applicable, with the homeowner’s association that governs the property. These agreements define the scope of services and specify the management and booking fees payable to the Company.

The Company reconciles bookings, fees, and allocations for each property owner on a monthly basis. Rental income collected on behalf of owners is segregated and tracked by individual unit. Amounts due to owners are subsequently remitted in accordance with the terms of their respective agreements, after deducting applicable management fees, commissions, taxes, and other agreed-upon charges.

These property management and booking arrangements represent a core component of our business model, supporting the scalability of our platform and enhancing our ability to aggregate inventory across the markets in which we operate.

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

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

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

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

Additionally, our operating subsidiary is a licensed hotel operator in Belize and maintains compliance with applicable laws and regulations administered by the Belize Tourism Board and other relevant governmental authorities. Our operations are subject to the requirements of the Belize Hotels and Tourist Accommodation Act and related regulations, which govern the licensing, classification, and operation of hospitality establishments throughout the country.

Revenues

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

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

As of June 30, 2026, our revenues consist primarily of:

These revenue sources reflect the initial stages of our operating model as we continue to scale our property portfolio and service offerings.

Sales and Marketing Expenses

Our sales and marketing expenses consist primarily of salaries, commissions, and other personnel-related costs, including share-based compensation, for employees involved in the marketing, promotion, and support of our products and services. These expenses also include advertising, promotional activities, digital marketing initiatives, public relations, brand development, and related administrative and management costs incurred to support our sales and marketing functions.

General and Administrative Expenses

Our general and administrative expenses consist of payroll, employee benefits, and other personnel-related costs, including share-based compensation, associated with our administrative, finance, legal, and corporate support functions. These expenses also include legal and accounting fees, insurance costs, depreciation, technology and software expenses, occupancy and office-related costs, and other administrative fees necessary to support our overall operations and corporate infrastructure.

Certain officers elected to defer receipt of cash compensation. Such amounts were accrued as liabilities and, upon approval by the Board of Directors, were subsequently settled through the issuance of shares of the Company’s common stock. These non-cash settlements reduced accrued compensation liabilities and increased stockholders’ equity.

Results of Operations - Fiscal Years Ended June 30, 2026, and June 30, 2025

We commenced activities and started to incur material costs in the fiscal year ended June 30, 2022, as a result of our change in control transaction in November 2021 and commencement in February 2022 of our business strategy of acquiring, developing, and managing residential vacation home communities in desirable travel destinations. Our business strategy continued throughout the fiscal year ended June 30, 2026, with focus on development and increased revenues from villa sales and booking management income.

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

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

Revenues

We recognized total revenue of $1,286,305 and $441,059, during the fiscal years ended June 30, 2026, and 2025, respectively. During fiscal year 2026, Casamora generated $233,436 in rental revenue from leasing space to a tenant, Chial Reserve generated $1,048,595 revenue from villa sales, monthly booking income of villas, and management fee income, and Awaysis Capital generated $4,274 in other commission related revenue.

Revenue generated during fiscal year 2025 consists primarily of Casamora Rental Revenue of $202,637, Chial Reserve revenue of $148,531 consisting of monthly booking income of villas, management fee income, Awaysis Capital other commission income from the sale of real property of $89,890. The increase in revenue from fiscal year 2025 to fiscal year 2026 was a result of increased booking and rental revenues, management fee income, and sales of two villas.

Cost of Goods Sold

During the fiscal years ended June 30, 2026, and 2025, we incurred cost of goods sold of $735,302 and $0, respectively, consisting of the sale of two villas.

Sales and Marketing Expenses

During the fiscal years ended June 30, 2026, and 2025, we incurred sales and marketing expenses of $126,470 and $189,339, respectively, consisting of marketing and support of our products and services, promotional and public relations expenses and management and administration expenses in support of rental offerings and marketing. The decrease in sales and marketing expenses from fiscal year 2025 to fiscal year 2026 relates to decreased sales commission expense, marketing services expenses, and press releases. We have not devoted any material amounts toward marketing Casamora, as a result of Casamora still being under construction.

General and Administrative Expenses

During the fiscal years ended June 30, 2026, and 2025, we incurred general and administrative expenses of $2,968,480 and $2,951,243, respectively.

General and administrative costs reflect continued investment in:

The slight increase in general and administrative expenses from fiscal year 2025 to 2026 relates to an increase in salaries, rental related expenses such as booking fees and rental fees due to owners, offset by a decrease in professional and legal fees.

Operating Loss

During the fiscal years ended June 30, 2026, and 2025, we recognized operating losses of $(2,543,947) and $(2,699,523), respectively. These losses were primarily driven by operating expenses incurred as we continued to scale our hospitality operations under the Awaysis brand and the other reasons discussed further above.

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

Other (Income) Expenses

During the fiscal years ended June 30, 2026, and 2025, we incurred net other expenses of $42,692 and $25,418, respectively, consisting of mortgage interest income and foreign exchange gains, offset by foreign exchange losses and interest expense.

Net Loss

During the fiscal years ended June 30, 2026, and 2025, we recognized net losses of $(2,586,639) and $(2,724,941), respectively. These losses were primarily attributable to accounting, marketing, legal, filing fees and transfer agent fees to sustain the corporate existence, comply with a public company reporting obligations and support our increase in operations.

The decrease in net loss from fiscal year 2025 to fiscal year 2026 was principally driven by increased revenue generated from the sale of two villas at Chial, increased revenue and management income, as well as operational factors described above. These improvements were partially offset by the ongoing costs associated with scaling our hospitality operations under the Awaysis brand and preparing for future capital-raising activities.

Liquidity and Capital Resources

As of June 30, 2026, we had cash of $380,773 and positive working capital surplus of $25,464.

The Company currently relies on:

The Company intends to pursue from time to time:

We believe we have sufficient cash on hand, together with existing funding commitments, to meet our basic operational needs for at least the next 12 months, assuming continued extensions of repayment under our existing indebtedness. This does not take into account the potential unwinding of our acquisition of Chial Reserve. We expect that the anticipated development costs associated with our initial properties will be funded through a combination of pre-sales, investor subscriptions, advances, or loans from our principal shareholders, rather than through our current cash balances. We will, however, need to raise additional capital to meet our long-term operating and development requirements.

Our most significant capital requirement is the completion of construction at the Awaysis Casamora Assets, for which we expect remaining costs of approximately $3,015,000. We expect to fund this requirement through a combination of advances under the Belize Bank construction facility, of which $877,430 had been advanced as of June 30, 2026, against a total facility of $2,051,500, proceeds of villa and unit sales, operating cash flow and additional debt or equity financing. The Belize Bank facility is the only committed construction financing we have in place, and the balance of this requirement is therefore dependent on financing we have not yet obtained. Development activity at the Chial Reserve Assets, including the Spa and Wellness Center, has recently been suspended pending the potential unwinding of our acquisition of Chial Reserve, and would represent additional capital requirements for which we have not established committed funding.

Known trends and uncertainties that are reasonably likely to affect our future results include the following:

Because villa sales at Chial have been a substantial component of revenue, and because no completed units were held for sale at June 30, 2026 and further because of the potential unwind of our acquisition of Chial Reserve, our revenue in future periods may not be indicative of the revenue reported for the fiscal year ended June 30, 2026.

Historically, an affiliate shareholder has advanced funds to support our operations, including costs associated with becoming, and remaining, a fully reporting public company while we work to build long-term shareholder value. This shareholder has indicated an intention to continue providing financial support; however, such intentions do not constitute a binding commitment, and there is no assurance that the shareholders will be able or willing to provide all funding required to meet our objectives.

As of June 30, 2026, we owed this affiliate shareholder approximately $758,072, which funds were used to cover certain Company expenses and to support our operations.

Between December 20, 2024, and June 30, 2026, the Company borrowed an aggregate of $3,350,154, evidenced by a Secured Promissory Note, dated December 1, 2024, and as amended on April 22, 2025, under a then-planned committed line of credit with BOS Investment Inc. to borrow up to an aggregate of $5,000,000. Since then, the Company and BOS agreed not to pursue an agreement to memorialize the remaining planned $2.0 million line of credit. BOS is an affiliate of Michael Singh, the Company’s Co-CEO. The Company used a portion of the proceeds from the loan for the acquisition of Chial Reserve and the remainder to further develop the Company’s Awaysis Casamora Assets.

On March 16, 2026, Awaysis Belize Ltd, a wholly owned subsidiary of Awaysis Capital, Inc. secured a construction loan from a primary Belize Bank in the amount of $2,051,500 ($2,000,000 loan and $51,500 in loan and closing cost fees) bearing an interest rate of 8% and a maturity date of September 30, 2036. The terms of the loan consist of the first 6 months allowing interest only payments. The loan will be to finalize the construction of the Awaysis Casamora properties within the next 12 months, with an estimated date of completion of March 2027.

As of June 30, 2026, we had total liabilities of approximately $12 million. The Company did not as of June 30, 2026 have the cash flow or the assets to repay all of such amounts when due. The Company has historically been successful in extending the maturity date of a significant portion of such liabilities, but can give no assurance that it will be successful in the future.

If we are unable to obtain additional advances from our affiliate shareholder, we anticipate facing major challenges in raising the necessary funding to repay our substantial indebtedness and affect our business plan. Raising debt or equity funding for small publicly quoted penny stock companies is extremely challenging. We can provide no assurance that financing will be available in the amounts it needs or on terms acceptable to it, if at all.

If we are not able to secure adequate additional working capital when it becomes needed, we may be required to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible and/or suspend or curtail planned acquisitions and developments. Any of these actions could materially harm our planned business.

Our plan for satisfying our cash requirements for the next 12 months and beyond or to further expand our asset base is through the generation of rental and bookings revenues, sale of units at our resorts once complete, sale of shares of our capital stock to third parties and advances from our affiliate shareholder. We also expect our cash requirements to be substantially reduced upon the unwinding and return of Chial Reserve, of which we can give no assurance of success. While we are seeking to raise capital through the sale of our common stock or through other offerings of securities, we cannot assure you we will be successful in raising any or all of such capital and in meeting our working capital needs. The capital raises from issuances of equity securities could result in additional dilution to our shareholders. In addition, if we determine to incur indebtedness to finance our operations or growth, such debt may impose debt service obligations, restrictive operating or financial covenants, and other limitations that could constrain our business activities and operational flexibility.

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

Cash Flows from Operating Activities

We generated negative cash flows from operating activities in the fiscal year ended June 30, 2026, compared to the fiscal year ended June 30, 2025. Net cash flows used in operating activities were $(787,952) and $(4,808,550) for the fiscal years ended June 30, 2026, and 2025, respectively. Net cash used in operating activities primarily consisted of selling, marketing, and general operating expenses, as well as increased spending on construction in progress-related costs incurred to prepare properties for sale or rental. The reduction in operating cash outflows year over year reflects improved revenue generation and lower marketing expenditures, partially offset by ongoing operational investments as we continue to scale our hospitality and real estate activities.

Cash Flows from Investing Activities

During the fiscal years ended June 30, 2026, and 2025, net cash flow used for investing activities was $(27,641) and $(1,042,124), respectively. Net cash used in investing activities primarily consists of the purchase of assets and properties. The reduction in investing cash flow reflects the purchase of Chial Reserve Assets in fiscal year 2025 as compared to fiscal year 2026 where the company is transitioning into active property development.

Cash Flows from Financing Activities

During the fiscal years ended June 30, 2026, and 2025, net cash from financing activities was $975,457 and $5,325,592 respectively. The positive cash flow from financing activities reflects additional funding received to support our operational and development activities.

In 2022 through June 30, 2026, we have financed our operations by way of advances from our current majority shareholders, issuance of shares and debt for real estate inventory, in addition to cash raised from the private placement offering affiliate loans, and a construction loan. During the fiscal year ended June 30, 2025, the Company drew down $3,350,154 received on a line of credit from BOS Investment Inc, an affiliate of the Company, and additional convertible loans all from our majority shareholders. During the fiscal year ended June 30, 2026, the Company closed on a $2,000,000 construction loan, which has been drawn down by $877,430 as of June 30, 2026.

We remain dependent on the receipt of capital contributions, debt financing, and other funding sources to support ongoing construction activities and to execute our business plan. We rely on our controlling shareholders to provide continued financial support and access to capital resources. If additional funding is not available to us on reasonable terms, or at all, we may be unable to fully implement our plan of operations, continue development of our properties, or advance our strategic initiatives.

Going Concern

As of June 30, 2026, the Company had cash and cash equivalents of $380,773 and has experienced recurring operating losses. The Company also has significant outstanding debt obligations, including approximately $7.4 million of promissory notes scheduled to mature on December 8, 2026, and a demand promissory note with an outstanding principal balance of approximately $2.6 million, for which a demand for repayment has been received.

Management forecasts projected positive net cash flows of approximately $315,400 over the 12-month period, with a liquidity strategy including the continued generation of rental revenues, monetization of selected real estate assets, management of operating expenditures, and negotiated repayment or restructuring arrangements with existing creditors including divesting of Chial Mountain Ltd and its related debts.

Management continues to evaluate and negotiate the terms of its outstanding debt obligations, including those scheduled to mature in December 2026 and the demand obligation. The Company intends to seek partial repayment of certain obligations and the management of remaining balances through negotiated arrangements with creditors.

Based on management’s evaluation of its operating forecasts, anticipated asset monetization, and debt management plans, management believes that these measures, upon satisfactory confirmation of their implementation and effectiveness, are sufficient to alleviate substantial doubt about the Company’s ability to continue as a going concern for the twelve-month period following the issuance of the Company’s financial statements for the fiscal year ended June 30, 2026 included in this Annual Report on Form 10-K.

The Company’s ability to execute these plans remains subject to risks and uncertainties, including the timing and realization of anticipated property sale proceeds, continued operating cash flows, and the successful negotiation of outstanding debt obligations and the unwinding of the Chial Reserve transaction.

Critical Accounting Policies

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

Inventories

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

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

The classification of completed real estate units as either inventory or fixed assets is based on management’s intent at the time the property is substantially completed. Properties intended for sale in the ordinary course of business are classified as inventory. Properties intended to be held and utilized in the Company’s hospitality operations, including short-term rental programs, are classified as fixed assets when substantially completed and available for its intended use.

Management evaluates intent based on several factors, including:

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

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

Revenue Recognition (ASC 606 – Revenue from Contracts with Customers)

We recognize revenue in accordance with ASC 606, which requires identification of the contract, determination of the performance obligations, allocation of the transaction price, and recognition of revenue as performance obligations are satisfied.

Our primary revenue streams include:

Judgment is required in determining whether the Company is the principal or agent in rental and service transactions, evaluating contract terms, estimating variable consideration, and determining the appropriate timing of revenue recognition.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 8. Financial Statements and Supplementary Data.

The consolidated financial statements and supplementary data required by this item are included in this Annual Report on Form 10-K immediately following Part IV and are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

As of June 30, 2026, the Chief Executive Officers and Chief Financial Officer carried out an assessment of the effectiveness of the design and operation of our then existing disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). As of the date of this assessment, the Chief Executive Officers and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2026 to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures, primarily as a result of the late filing of certain reports with the Securities and Exchange Commission. The Company’s management is seeking to remedy this deficiency.

Management’s Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rule 13a - 15(f) of the Exchange Act). There are inherent limitations to the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time. We have assessed the effectiveness of our internal controls over financial reporting (as defined in Rule 13a -15(f) of the Exchange Act) as of June 30, 2026, and have concluded that, as of June 30, 2026, our internal control over financial reporting were not effective, primarily because of our material weaknesses in our disclosure controls and procedures.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management reports in this annual report.

Changes in Internal Control Over Financial Reporting.

There were no changes in our internal control over financial reporting, identified in connection with the evaluation of such internal control that occurred during our last fiscal quarter and year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

During the fiscal year ended June 30, 2026, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, of the Company 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.

On June 15, 2026, the following indebtedness came due, and of which the Company did not repay upon such maturity date:

In October 2026, effective as of June 15, 2026, the Company amended all of such indebtedness to extend their respective maturity dates to December 8, 2026.

On July 7, 2026, Laya Management Corp., the assignee of Curah Capital Corporation, the original holder of the Company’s June 30, 2022 Demand Promissory Note in the principal amount of $2,600,000, delivered a demand for repayment of the outstanding obligation, and as of that date the Company has been in default due to non-payment of the amounts due.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance.

Board of Directors

We currently have five directors serving on our Board. The following table lists the names, ages and positions of the individuals who serve as directors of the Company, as of October 15, 2026:

Michael Singh, Co-Chief Executive Officer and Director. Mr. Singh has been a member of the Company’s Board of Directors since November 23, 2021. From November 23, 2021, to June 26, 2024, he was the Company’s Chief Executive Officer. On June 26, 2024, Mr. Singh was appointed Co-Chief Executive Officer with Andrew Trumbach. Mr. Singh served as the Chairman of the Board from November 23, 2021, to August 31, 2025. Mr. Singh is the founder and CEO of BTALCO Limited for over 20 years, and which is a leading logistics provider in Belize. Mr. Singh is also the managing partner for Island Club Resorts Ltd since June 2002 and has successfully developed, operated and sold the Belize Yacht Club, a major condominium development in San Pedro, Ambergris Caye, which consists of approximately 80 luxury units. Mr. Singh is also, since February 2016, the founder and Managing Partner of Century 21 Belize, a leading provider of real estate sales services in Belize. Mr. Singh holds a degree in Finance and International Business from Loyola University in New Orleans. At various times, he has served in the capacity of CEO for the Ministry of Tourism, Civil Aviation and Culture, and CEO of the Ministry of Trade and Investments, in Belize. Mr. Singh has extensive experience in a variety of successful Belize-based ventures.

Mr. Singh is an Executive Director of Harthorne Capital, Inc.

The Company believes that Mr. Singh is qualified to serve as a member of the Board of Directors due to his extensive business experience.

Dr. Andrew E. Trumbach, Co-Chief Executive Officer, Chief Financial Officer and Director. Dr. Trumbach has been a member of the Company’s Board of Directors since November 23, 2021, and President from November 23, 2021, to June 26, 2024. Dr. Trumbach previously served as the Chief Financial Officer of the Company until his resignation on August 15, 2022, and has since been reappointed as CFO in September 2023. On June 26, 2024, Dr. Trumbach was appointed Co-Chief Executive Officer of the Company with Mr. Singh. Since 1992, Dr. Trumbach has been a consultant providing tax, accounting and financial analysis services and accounting information systems solutions to middle market companies and family-owned businesses. From 2008 to 2014, Dr. Trumbach was a part-time Professor at Nova Southeastern University, H. Wayne Huizenga School of Business and Entrepreneurship, where he taught classes on accounting, financial management, cost accounting, and accounting information systems. He was the part-time Chief Financial Officer of Omnia Wellness Inc. (OTC: OMWS) from March 2021 to October 2023. He was the EVP/CFO of a holding company from 2008 to 2019 that owned and operated one of the largest perfume distribution businesses operating worldwide. The company acquired and managed affiliated companies that included over 45 retail stores and a duty-free company operating airline, cruise, and retail duty free and duty paid concessions located in cruise, airport, and border locations worldwide. Prior to 2008, Dr. Trumbach spent 14 years as the CFO/CIO and Sr VP of a family-owned holding and investment company that included a portfolio that consisted of commercial, industrial, and residential real estate holdings, mining operations, outdoor advertising, publishing, polling, water and sewer utility, mobile home parks, data centers, and funeral homes. Prior to moving to industry, Dr. Trumbach spent three years working in an international accounting firm and five years in a regional firm working in public accounting in both the Caribbean and the United States. In addition to a Bachelor of Science degree in Accounting and a Master of Business Administration degree, Dr. Trumbach has earned Doctorate degrees in both Information Technology Management and Accounting. He has undertaken numerous consulting projects for major companies in the United States and the Caribbean. He was a prior Board Member of Finance Belize and is a member of the Finance Belize Advisory Committee.

Dr. Trumbach is the President, CFO and an Executive Director of Harthorne Capital, Inc.

The Company believes that Dr. Trumbach is qualified to serve as a member of the Board of Directors due to his extensive business and financial experience, including acting as executive officers and directors of other public companies.

Dr. Claude Stuart, Director. Dr. Stuart has been a member of the Company’s Board of Directors since February 17, 2022. Dr. Stuart is an Adjunct Assistant Professor of Mathematics at Farmingdale State College of the State University of New York, and an instructor for the New York City Department of Education for more than the past five years. He earned a Bachelor of Science in Economics from Rider University, a Juris Doctorate from Seton Hall University School of Law, a Master of Science in Mathematics from St. John’s University, and a Doctorate in Education Administration from Dowling College, New York. He is an attorney and is admitted to practice law in the New Jersey Supreme Court and Federal Court as well as in the country of Belize. He is a trustee of the New York Annual Conference of the United Methodist Church, a not-for-profit organization, a member of the Council of Finance and Administration, and a member of the Audit Committee and the Board of Camping and Retreat Ministries. He is the Vice-President and Treasurer of Friends Supporting the Anglican Diocese of Belize Inc., a not-for-profit organization registered in the State of New York. He is also the Northeast-Regional Director of Benjamin Banneker Association, an affiliate of The National Council of Teachers of Mathematics and a member of several research and professional organizations.

The Company believes that Dr. Stuart is qualified to serve as a member of the Board of Directors due to his experience as an attorney and his education.

Dr. Narendra M. Kini, Chairman and Director. Dr. Kini has been a member of the Company’s Board of Directors since February 17, 2022. On August 30, 2025, he was appointed to serve as the Chairman of the Board. Dr. Kini has more than 25 years’ experience as a Chief Executive Officer, Chief Medical Officer, and an ER and Trauma doctor. Dr. Kini most recently served as the Chief Medical Officer of the State of Florida COVID-19 Infectious Disease Field Hospital System where he oversaw all clinical personnel for the 9-hospital system. In that role, Dr. Kini provided training and in-servicing, ran drills with clinical staff, ensured quality patient care, and provided guidance regarding necessary equipment and supplies to treat COVID-19 patients. Prior to that, from January 2008 until June 2019, Dr. Kini served as the Chief Executive Officer for Nicklaus Children’s Hospital (f/k/a Miami Children’s Hospital), providing management to the 26 facilities in the system and a 309-bed hospital with 3,000 employees and 700 plus physicians. He also provided ancillary and clinical operations leadership as the Chief Medical Officer for Trinity Health, a 45-hospital, $5 billion system. Dr. Kini also works as a consultant for innovation in digital health at KiniConsult LLC, a company he founded in 2019. A graduate from University of Alabama and Medical College of Wisconsin, Dr. Kini has a Master of Science in Health Management to complement his Medical Doctorate degree.

The Company believes that Dr. Kini is qualified to serve as a member of the Board of Directors due to his education and experience.

Tyler Trumbach, Chief Legal Counsel and Director. Mr. Trumbach has been the Company’s Chief Legal Counsel and a member of the Company’s Board of Directors since February 17, 2022. Mr. Trumbach is a member of the Florida and New York bars. He graduated in 2013 from Columbia University with a B.A. in Economics and History. He was involved in various political organizations and served two terms as President of the Columbia University College Republicans. After Columbia, Mr. Trumbach attended Fordham University School of Law where he obtained his J.D. While at law school, Tyler was a member of the Urban Law Journal where he wrote a note analyzing the effects of Dodd-Frank on the current mortgage market. He was also a participant in the Fordham Criminal Defense Clinic where he represented low-income clients in the Manhattan Criminal Court with the guide of the clinic professors. He was employed as in-house legal counsel for Carolina Financial Securities LLC and since 2017, he has been the principal of the Law Offices of Tyler A. Trumbach, P.A.

Mr. Trumbach is the son of Dr. Andrew Trumbach, the Company’s Co-CEO and CFO, and a director.

The Company believes that Mr. Trumbach is qualified to serve as a member of the Board of Directors due to his education and experience as an attorney.

Executive Officers

Following are the names, age and other information for our executive officers. All company officers have been appointed to serve until their successors are elected and qualified or until their earlier resignation or removal. Information regarding our executive officers is set forth above under “Board of Directors.”

Structure and Operation of the Board

Our Articles of Incorporation, as amended, provides for the Board of Directors to be divided into three classes serving staggered terms; although as of the date of this Annual Report on Form 10-K, the Board has not yet approved the designations of any of our directors as a particular class of directors.

According to our Articles, at each annual meeting of stockholders, directors elected to succeed those directors whose terms expire are elected for a three-year term of office. All directors elected to our classified Board of Directors will serve until the election and qualification of their respective successors or their earlier resignation or removal. The Board of Directors is authorized to create new directorships and to fill such positions so created and is permitted to specify the class to which any such new position is assigned. The person filling such position would serve for the term applicable to that class. The Board of Directors (or its remaining members, even if there is less than a quorum) is also empowered to fill vacancies on the Board of Directors, occurring for any reason for the remainder of the term of the class of directors in which the vacancy occurred. Members of the Board of Directors may be removed, with or without cause, by the affirmative vote of a majority of the outstanding voting stock. These provisions are likely to increase the time required for stockholders to change the composition of the Board of Directors. For example, in general, at least two annual meetings will be necessary for stockholders to effect a change in a majority of the members of the Board of Directors. The provision for a classified board could prevent a party who acquires control of a majority of our outstanding Common Stock from obtaining control of our Board of Directors until our second annual meeting of stockholders following the date the acquirer obtains the controlling stock interest. The classified board provision could have the effect of discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us and could increase the likelihood that incumbent directors will retain their positions.

Committees of the Board of Directors

The Company’s common stock is quoted on the OTCID Basic Market and, accordingly, the Company is not subject to the audit committee composition requirements applicable to companies listed on a national securities exchange, including the requirements of Rule 10A-3 under the Securities Exchange Act of 1934 and Section 803 of the NYSE American Company Guide. In connection with the Company’s intention to list its common stock on the NYSE American, the Company is in the process of reviewing and, where necessary, enhancing its corporate governance structure to comply with the applicable NYSE American listing standards. The Company intends to maintain an Audit Committee composed solely of directors who satisfy the applicable independence requirements of the NYSE American and Rule 10A-3, within the time periods required under the applicable listing standards and any available transition provisions; however, at this time, our Audit Committee does not fully comply with such rules. The Audit Committee will operate pursuant to a written charter and will have the responsibilities and authority required under applicable SEC rules and NYSE American listing standards; however, the Company has not yet implemented all of these corporate governance requirements.

The Board currently consists of five directors: Mr. Singh, Dr. Trumbach, Dr. Stuart, Dr. Kini (Chairman) and Mr. Trumbach. The following is a brief description of these functions of the Board:

Nomination of Directors

The Board does not currently have a standing nominating committee, and thus we do not have a nominating committee charter. Due to our small size and limited operations to date, the Board determined that it was appropriate for the entire Board to act as the nominating committee. The full Board currently has the responsibility of selecting individuals to be nominated for election to the Board. Board candidates are typically identified by existing directors or members of management. The Board will consider director candidates recommended by shareholders. Any such candidates will be evaluated on the same basis as other candidates being evaluated by the Board. Information with respect to such candidates should be sent to Awaysis Capital, Inc., 3400 Lakeside Drive, Suite 100, Miramar, FL 33027; c/o Chairman. The Board considers the needs of the Board as a whole when identifying and evaluating nominees and, among other things, considers diversity in background, age, experience, qualifications, attributes and skills in identifying nominees, although it does not have a formal policy regarding the consideration of diversity.

Audit Committee

Our Audit Committee consists of Dr. Trumbach, Mr. Stuart and Dr. Kini (Chairman). The Board has determined that Mr. Stuart and Dr. Kini are independent, and Dr. Kini and Dr. Trumbach are each an “audit committee financial expert” as defined in SEC rules. However, Dr. Trumbach is not independent and will be required to step down from this role, if and when the Company lists its common stock on a national securities exchange. The Audit Committee has not yet adopted a written charter but expects to do so.

The primary functions of the Audit Committee are to assist the Board in overseeing (i) the effectiveness of the Company’s accounting and financial reporting processes and internal controls and the audits of the Company’s financial statements, (ii) the qualifications, independence, appointment, retention, compensation and performance of the Company’s registered public accounting firm, and (iii) the performance of the Company’s internal audit department or person(s) having the equivalent responsibility and functions.

Because the Company’s common stock is quoted on OTCID Basic Market under the symbol “AWCA”, the Company is not subject to the listing requirements of any securities exchange regarding audit committee related matters.

Risk Oversight

The Board’s risk oversight is administered primarily through the following:

Due to the small size and early stage of the Company, we have not adopted a formal policy on whether there should be a separate Non-Executive Chairman.

Compensation Committee Related Function

The Board does not currently have a standing compensation committee, and thus we do not have a compensation committee charter. Due to our small size and limited operations to date, the Board determined that it was appropriate for the entire Board to act as the compensation committee. The full Board currently has the responsibility for reviewing and establishing compensation for executive officers and making policy decisions concerning salaries and incentive compensation for executive officers of the Company.

The Company’s executive compensation program is administered by the Board, which determines the compensation of the executive officers of the Company. In reviewing the compensation of the individual executive officers, the Board intends to consider the recommendations of the executive officers, published compensation surveys and current market conditions.

Communication with Shareholders

Shareholders wishing to communicate with the Board can send an email to [email protected] or write or telephone to the Company’s corporate offices:

Awaysis Capital, Inc.

Chairman

3400 Lakeside Drive, Suite 100

Miramar, FL 33027

Telephone: (855) 795-3311

Code of Business Conduct and Ethics

We adopted a Code of Business Conduct and Ethics that applies to, among other persons, our principal executive officers, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Our Code of Business Conduct and Ethics is filed as Exhibit 14.1 to this Form 10-K.

Insider Trading Policy

The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of its securities by directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. Such policies and procedures are included in the Company’s Code of Ethics and Conducts, which is filed as Exhibit 14.1 to this Form 10-K.

Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers, directors, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC reports on ownership of our securities and changes in reported ownership. Executive officers, directors and greater than 10% beneficial owners are required by SEC rules to furnish us with copies of all Section 16(a) reports they file. Based solely on a review of the copies of such forms furnished to us, or written representations from the reporting persons that no Form 5 was required, we believe that, during the fiscal year ended June 30, 2026, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners have been met, other than (a) three Form 4’s related to an aggregate of approximately five transactions by Michael Singh, (b) three Form 4’s related to an aggregate of approximately 12 transactions by Andrew Trumbach and (c) one Form 4 related to the issuance of shares to Tylar Trumbach, none of which have been filed.

Item 11. Executive Compensation.

The following table sets forth information regarding each element of compensation that was paid or awarded to the named executive officers of the Company for the periods indicated. On June 26, 2024, the Board passed a resolution to allow the officers of the Company to convert their unpaid salaries to equity compensation.

(1) “2026” represents the fiscal year ended June 30, 2026, and “2025” represents the fiscal year ended June 30, 2025.

(2)  Mr. Singh’s salary for fiscal year 2025 has been earned and paid, in lieu of cash, through the issuance of Common Stock of the Company. Mr. Singh’s salary for fiscal year 2026 up to December 31, 2025 has been earned and paid as of December 31, 2025, in lieu of cash through the issuance of Common Stock of the Company. On December 31, 2025, Mr. Singh assigned and gifted such compensation, prior to issuance to him, to family members through the issuance to them of an aggregate of 9,915,865 shares of our common stock. Mr. Singh’s remaining salary for fiscal year 2026 has been earned but not paid as of the fiscal year end June 30, 2026. See “Executive Employment Agreements – Michael Singh” below.

(3)  Dr. Trumbach’s salary for fiscal year 2025 has been earned and paid, in lieu of cash, through the issuance of Common Stock of the Company. Dr. Trumbach’s salary for fiscal year 2026 up to December 31, 2025 has been earned and paid as of December 31, 2025, in lieu of cash through the issuance of Common Stock of the Company. On December 31, 2025, Dr. Trumbach assigned and gifted such compensation, prior to issuance to him, to family members through the issuance to them of an aggregate of 9,915,865 shares of our common stock. Dr. Trumbach’s remaining salary for fiscal year 2026 has been earned but not paid as of the fiscal year end June 30, 2026. See “Executive Employment Agreements – Dr. Andrew Trumbach” below.

(4)  Mr. Trumbach’s salary for the fiscal year 2025 and fiscal year 2026 up to December 31, 2025 has been earned and paid as of December 31, 2025, in lieu of cash through the issuance of Common Stock of the Company. On December 29, 2025, Mr. Trumbach was issued an aggregate of 2,335,897 shares of our common stock in lieu of cash compensation, at a price per share of $0.12. Mr. Trumbach’s remaining salary for fiscal year 2026 has been earned but not paid as of the fiscal year end June 30, 2026. See “Executive Employment Agreements – Tyler Trumbach, Esq.” below.

Outstanding Equity Awards at Fiscal Year-End

The following table presents the outstanding equity awards held by each of the named executive officers as of the end of the fiscal year ended June 30, 2026.

Executive Employment Agreements

Michael Singh

Pursuant to Mr. Singh’s employment agreement (the “Singh Agreement”) with the Company, Mr. Singh will receive an annual base salary of $750,000 (the “Singh Base Salary”), retroactive to December 1, 2021 which was the approximate date he commenced his employment relationship with the Company. The Singh Base Salary will be reviewed on an annual basis to determine potential increases, if any, based on Mr. Singh’s performance and that of the Company. The Singh Base Salary may be paid in shares of the Company’s Common Stock or cash depending on cash availability and as agreed to by the Company and Employee.

Mr. Singh was granted (a) restricted shares of Company Common Stock pursuant to the Singh Agreement and a Restricted Stock Agreement dated February 13, 2023 equal in value to $500,000 and at an assumed per share value of par value, or 50,000,000 shares (the “Singh Restricted Stock”), which Singh Restricted Stock vested 50% on the date of grant and 50% on December 1, 2023, and (b) options to purchase an aggregate of 11,250,000 shares of the Company’s Common Stock pursuant to a Stock Option Agreement, at an exercise price per share equal to the fair market value of the Company’s Common Stock on the date of grant, and which vested upon grant. He will also be entitled to participate in the Company’s incentive plans from time to time.

Additionally, Mr. Singh may earn an annual bonus of up to 100%-400% of Singh Base Salary, payable based on objectives and performance in the previous fiscal year. For the fiscal year ended June 30, 2022, Mr. Singh was granted an annual bonus of 50,000,000 shares of our Common Stock equal in value to $500,000 and at an assumed per share value of par value, which was issued on April 1, 2024.

On September 16, 2024, Mr. Singh was also issued an aggregate of 14,071,153 shares of Common Stock, at per share prices ranging from $0.1202 to $1.1920, in lieu of accrued and unpaid salary and bonuses aggregating $3,469,665 from December 1, 2021, through June 30, 2024.

On December 31, 2025, Mr. Singh was issued 9,915,865 shares of Common Stock, at price per share of $0.12 in lieu of accrued salary in the amount of $1,189,904 from July 1, 2024 through December 31, 2025. Mr. Singh assigned his rights to receive shares issued upon conversion of accrued compensation to immediate family members in accordance with ASC 850, Related Party Disclosures. These assignments did not modify the amount of compensation recognized or the terms of the conversion. The Board of Directors approved the conversion and related share issuances on June 30, 2024.

The Company does not presently provide Mr. Singh with customary employee benefits, such as pension, health, annuity or insurance. Mr. Singh is subject to customary confidentiality, ownership of intellectual property, non-disparagement, non-solicitation and non-compete provisions, as described in the Singh Agreement.

The Singh Agreement may be terminated by the Company at any time without prior notice for “Cause”, as defined in the Singh Agreement. Upon termination for Cause, Mr. Singh will be provided with any unpaid, earned Singh Base Salary up to the date of termination.

The Singh Agreement may be terminated at any time without Cause, and provided that Mr. Singh executes a general release, the Company shall pay to Mr. Singh an amount equal to 12-months’ Singh Base Salary (the “Singh Severance”) plus accrued unused vacation; provided that the Company shall not be required to pay the Singh Severance in the event the Company elects to enforce the Singh Agreement’s non-competition provisions and pay salary post-termination pursuant to the terms of the Singh Agreement.

Mr. Singh can terminate the Singh Agreement and his employment at any time for any reason on 30 days prior written notice. In case of “Good Reason,” as defined in the Singh Agreement, the Company shall pay to Mr. Singh the Singh Severance plus accrued unused vacation; provided that the Company shall not be required to pay the Singh Severance in the event the Company elects to enforce the Singh Agreement’s non-competition provisions and pay salary post-termination pursuant to the terms of the Singh Agreement.

If Mr. Singh dies while employed under this Agreement, the Singh Agreement shall terminate immediately and the Company shall pay to his estate, any earned Singh Base Salary and accrued vacation, if any, that is unpaid up to the date of his death. The Company may terminate the Singh Agreement as a result of any mental or physical disability or illness which results in (a) Mr. Singh being unable to substantially perform his duties for a continuous period of 150 days or for periods aggregating 180 days within any period of 365 days or (b) Mr. Singh being subject to a permanent or indefinite inability to perform essential functions based on the opinion of a qualified medical provider chosen by the Company. Such termination will be effective on the date designated by the Company, and the Employee will be paid his annual Singh Base Salary, accrued vacation, if any, and certain benefits as set out in the Singh Agreement through the date of termination.

On June 29, 2024, the Company and Mr. Singh entered into an amendment to the Singh Agreement. The amendment provides that Mr. Singh shall serve as Co-Chief Executive Officer of the Company. In addition to being a Co-Chief Executive Officer, Mr. Singh also served as Chairman of the Board of Directors until August 30, 2025. On August 30, 2025, the Board unanimously voted to temporarily remove Mr. Singh as Chairman of the Board pending completion of the new appraisal of the Chial Reserve Assets. The Board unanimously appointed Dr. Narendra Kini to serve as Chairman of the Board.

Andrew Trumbach

Pursuant to Dr. Trumbach’s employment agreement (the “Trumbach Agreement”) with the Company, Dr. Trumbach will receive an annual base salary of $750,000 (the “Trumbach Base Salary”), retroactive to December 1, 2021, which was the approximate date he commenced his employment relationship with the Company. The Trumbach Base Salary will be reviewed on an annual basis to determine potential increases, if any, based on Dr. Trumbach’s performance and that of the Company. The Trumbach Base Salary may be paid in shares of the Company’s Common Stock or cash depending on cash availability and as agreed to by the Company and Employee.

Dr. Trumbach was granted (a) restricted shares of Company Common Stock pursuant to the Trumbach Agreement and a Restricted Stock Agreement dated February 13, 2023 equal in value to $500,000 and at an assumed per share value of par value, or 50,000,000 shares (the “Trumbach Restricted Stock”), which Trumbach Restricted Stock vested 50% on the date of grant and 50% on December 1, 2023, and (b) options to purchase an aggregate of 11,250,000 shares of the Company’s Common Stock pursuant to a Stock Option Agreement, at an exercise price per share equal to the fair market value of the Company’s Common Stock on the date of grant, and which vested upon grant. He will also be entitled to participate in the Company’s incentive plans from time to time.

Additionally, Dr. Trumbach may earn an annual bonus of up to 100%-400% of Trumbach Base Salary, payable in cash or stock based on objectives and performance in the previous fiscal year. For the fiscal year ended June 30, 2022, Dr. Trumbach was granted an annual bonus of 50,000,000 shares of our Common Stock equal in value to $500,000 and at an assumed per share value of par value, which was issued on December 5, 2023.

On September 16, 2024, Dr. Trumbach was also issued an aggregate of 14,071,153 shares of Common Stock, at per share prices ranging from $0.1202 to $1.1920, in lieu of accrued and unpaid salary and bonuses aggregating $3,469,665 from December 1, 2021, through June 30, 2024.

On December 31, 2025, Dr Trumbach was issued 9,915,865 shares of Common Stock, at price per share of $0.12 in lieu of accrued salary in the amount of $1,189,904 from July 1, 2024 through December 31, 2025. Dr. Trumbach assigned his rights to receive shares issued upon conversion of accrued compensation to immediate family members in accordance with ASC 850, Related Party Disclosures. These assignments did not modify the amount of compensation recognized or the terms of the conversion. The Board of Directors approved the conversion and related share issuances of accrued liabilities and accrued salaries on June 30, 2024.

The Company does not presently provide Dr. Trumbach with customary employee benefits, such as pension, health, annuity or insurance. Dr. Trumbach is subject to customary confidentiality, ownership of intellectual property, non-disparagement, non-solicitation and non-compete provisions, as described in the Trumbach Agreement.

The Trumbach Agreement may be terminated by the Company at any time without prior notice for “Cause”, as defined in the Trumbach Agreement. Upon termination for Cause, Dr. Trumbach will be provided with any unpaid, earned Trumbach Base Salary up to the date of termination.

The Trumbach Agreement may be terminated at any time without Cause, and provided that Dr. Trumbach executes a general release, the Company shall pay to Dr. Trumbach an amount equal to 12-months’ Trumbach Base Salary (the “Trumbach Severance”) plus accrued unused vacation; provided that the Company shall not be required to pay the Trumbach Severance in the event the Company elects to enforce the Trumbach Agreement’s non-competition provisions and pay salary post-termination pursuant to the terms of the Trumbach Agreement.

Dr. Trumbach can terminate the Trumbach Agreement and his employment at any time for any reason on 30 days prior written notice. In case of “Good Reason,” as defined in the Trumbach Agreement, the Company shall pay to Dr. Trumbach the Trumbach Severance plus accrued unused vacation; provided that the Company shall not be required to pay the Trumbach Severance in the event the Company elects to enforce the Trumbach Agreement’s non-competition provisions and pay salary post-termination pursuant to the terms of the Trumbach Agreement.

If Dr. Trumbach dies while employed under this Agreement, the Trumbach Agreement shall terminate immediately and the Company shall pay to his estate, any earned Trumbach Base Salary and accrued vacation, if any, that is unpaid up to the date of his death. The Company may terminate the Trumbach Agreement as a result of any mental or physical disability or illness which results in (a) Dr. Trumbach being unable to substantially perform his duties for a continuous period of 150 days or for periods aggregating 180 days within any period of 365 days or (b) Dr. Trumbach being subject to a permanent or indefinite inability to perform essential functions based on the opinion of a qualified medical provider chosen by the Company. Such termination will be effective on the date designated by the Company, and the Employee will be paid his annual Trumbach Base Salary, accrued vacation, if any, and certain benefits as set out in the Trumbach Agreement through the date of termination.

On June 29, 2024, the Company and Dr. Trumbach entered into an amendment to the Trumbach Agreement. The amendment provides that Dr. Trumbach shall serve as Co-Chief Executive Officer of the Company. In addition to being a Co-Chief Executive Officer, Dr. Trumbach will also remain as the Company’s Chief Financial Officer but will relinquish his title of President.

Tyler Trumbach, Esq.

On July 25, 2022, we entered into an Employment Agreement with Tyler Trumbach, the Company’s Chief Legal Counsel and a director.

Pursuant to the Employment Agreement, Mr. Trumbach will receive an annual base salary of $200,000 (the “Tyler Trumbach Base Salary”), payable in shares of Common Stock of the Company or cash, depending on cash availability. The Tyler Trumbach Base Salary will be reviewed on an annual basis to determine potential increases, if any, based on Mr. Trumbach’s performance and that of the Company. Additionally, Mr. Trumbach may earn an annual bonus of up to 200% of Tyler Trumbach Base Salary, payable in cash or stock based on performance in the previous fiscal year and based on the achievement of objectives agreed to with the Company’s Chief Executive Officer and/or President for each fiscal year. On September 16, 2024, Mr. Trumbach was issued an aggregate of 3,529,127 shares of Common Stock, at per share prices ranging from $0.1202 to $1.1920, in lieu of accrued and unpaid cash salary and bonuses aggregating $895,512 from September 1, 2022, through June 30, 2024.

On December 31, 2025, Mr. Trumbach was issued 2,335,897 shares of Common Stock, at price per share of $0.12 in lieu of accrued salary in the amount of $280,308 from July 1, 2024 through December 31, 2025.

The Company does not presently provide Mr. Trumbach with customary employee benefits, such as pension, health, annuity or insurance. Mr. Trumbach is subject to customary confidentiality, ownership of intellectual property, non-disparagement, non-solicitation and non-compete provisions, as described in the Employment Agreement.

The Employment Agreement may be terminated by the Company at any time without prior notice for “Cause”, as defined in the Employment Agreement.

Upon termination for Cause, Mr. Trumbach will be provided with any unpaid, earned Base Salary up to the date of termination.

The Employment Agreement may be terminated at any time without cause, and provided that Mr. Trumbach executes a general release, the Company shall pay to Mr. Trumbach an amount equal to 12-months’ Base Salary (the “Severance”) plus accrued unused vacation; provided that the Company shall not be required to pay the Severance in the event the Company elects to enforce the Employment Agreement’s non-competition provisions and pay salary post-termination pursuant to the terms of the Employment Agreement.

Mr. Trumbach can terminate the Employment Agreement and his employment at any time for any reason on 30 days prior written notice. In case of “Good Reason,” as defined in the Employment Agreement, the Company shall pay to Mr. Trumbach the Severance plus accrued unused vacation; provided that the Company shall not be required to pay the Severance in the event the Company elects to enforce the Employment Agreement’s non-competition provisions and pay salary post-termination pursuant to the terms of the Employment Agreement.

Mr. Trumbach will be entitled to participate in the Company’s incentive plans and shall initially be granted options to purchase 1,500,000 shares of the Company’s Common Stock, which have not yet been issued.

Limits on Liability and Indemnification

We provide directors and officers insurance for our current directors and officers.

Our certificate of incorporation fully eliminates the personal liability of our directors as permitted by law. The certificate of incorporation further provides that the Company will fully indemnify its directors as permitted by law.

Director Compensation

During the fiscal year ended June 30, 2026, compensation was earned and pending issue by our non-employee directors in the aggregate amount of $48,000, to be paid in common stock. Total outstanding compensation owed and pending issue as of June 30, 2026 is $113,714. In consideration for their board service, we may also choose to compensate our outside directors in the form of options for each year for their continued service. We also reimburse our directors’ reasonable out-of-pocket expenses incurred in attending board meetings and in carrying out their board duties.

The following table summarizes cash and equity-based compensation information for our outside directors, for the fiscal year ended June 30, 2026:

(1) Such amount was earned during the fiscal year ended June 30, 2026, but the shares have not yet been issued.

All executive officers of the Company who are also directors received compensation, if any, for services to the Company as set forth under the summary compensation table above.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table shows the number of shares of our common stock beneficially owned, as of October 15, 2026, by (i) each of our directors and director nominees, (ii) each of our named executive officers, (iii) all of our current directors and executive officers as a group, and (iv) all those known by us to be a beneficial owner of more than 5% of the Company’s common stock. In general, “beneficial ownership” refers to shares that an individual or entity has the power to vote or dispose of, and any rights to acquire common stock that are currently exercisable or will become exercisable within 60 days of October 15, 2026. We calculated percentage ownership in accordance with the rules of the SEC. The percentage of common stock beneficially owned is based on 409,386,192 shares outstanding as of October 15, 2026. In addition, shares issuable pursuant to options or other convertible securities that may be acquired within 60 days October 15, 2026, are deemed to be issued and outstanding and have been treated as outstanding in calculating and determining the beneficial ownership and percentage ownership of those persons possessing those securities, but not for any other persons.

This table is based on information supplied by each director, officer and principal stockholder of the Company. Except as indicated in footnotes to this table, the Company believes that the stockholders named in this table have sole voting and investment power with respect to all shares of Common Stock shown to be beneficially owned by them, based on information provided by such stockholders. Unless otherwise indicated, the address for each director, executive officer and 5% or greater stockholders of the Company listed is: c/o Awaysis Capital, Inc., 3400 Lakeside Drive, Suite 100, Miramar, FL 33027.

* Less than 1%.

(1) Pursuant to a Schedule 13D filed with the Securities and Exchange Commission on March 14, 2022, as amended, Harthorne Capital, Inc. (“Harthorne”) operates as a holding entity for Mr. Singh and Dr. Trumbach’s initial investments in the Company. Additionally, each of Mr. Singh and Dr. Trumbach is an Executive Director of Harthorne. Each of Mr. Singh and Dr. Trumbach disclaims beneficial ownership of all such securities except to the extent of his or her pecuniary interest therein. Also includes 3,666,666 shares of our common stock underlying a Convertible Promissory Note which may be converted from time to time in the discretion of Harthorne, executed by the Company and Harthorne on August 2, 2024. Such conversion shares do not include any additional shares upon conversion of accrued and unpaid interest under the note.

(2) Does not include shares held by Harthorne. See Footnote (1) above.

(3) Includes options to purchase 11,250,000 shares of common stock. exercisable through February 13, 2033.

(4) Does not include $56,857 of equity compensation earned by Mr. Stuart but not yet issued as of October 15, 2026.

(5) Such shares are owned indirectly through Lucky International Limited Corp., of which Mr. Kini has voting and dispositive control. Does not include $56,857 of equity compensation earned by Mr. Kini but not yet issued as of October 15, 2026.

(6) Of such shares, 3,862,460 are owned indirectly through River Rock Holdings, Inc., of which Mr. Trumbach has voting and dispositive control. Does not include options to purchase 1,500,000 shares of the Company’s common stock which the Company is obligated to grant to Mr. Trumbach, but which have not been issued as of the date of this Annual Report on Form 10-K.

(7) Includes 937,500 shares underlying a convertible note held by Dr. Trumbach of $150,000 at a conversion price of $0.16.

(8) Does not include common stock issuable under an outstanding convertible note held by Michael Singh in the amount of $300,535, which is convertible based on a conversion price equal to the closing price of the Company’s Common Stock on the trading day immediately prior to Mr. Singh’s delivery of a notice of conversion.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The Board has a written policy to review, approve and oversee any transaction between us and any related person and any other potential conflict of interest situations on an ongoing basis, and develops policies and procedures for the approval of related party transactions. Prior to consideration of a transaction with a related person, the material facts as to the related person’s relationship or interest in the transaction would be disclosed to the disinterested directors. The transaction would not be approved unless a majority of the members of the Board who are not interested in the transaction approve the transaction. The Board intends to take into account, among other factors that it deems appropriate, whether the related person transaction is on terms no less favorable to us than terms generally available in a transaction with an unrelated third-party under the same or similar circumstances and the extent of the related person’s interest in the related person transaction.

Mr. Singh and Dr. Trumbach, as Executive Directors of Harthorne, in aggregate own approximately 25% of the issued and outstanding shares of Common Stock of the Company (not including their individual holdings).

As of the fiscal years ended June 30, 2026 and 2025, Harthorne advanced and received a net amount of $758,072 and $84,871, respectively, relating to costs paid on behalf of the Company. The Company expects Harthorne to continue to make and be repaid advances from time to time to cover construction and other expenses, although Harthorne has no legal obligation to do so. There is no agreement as between Harthorne and the Company with respect to these advances or the repayment of any such advances.

In June 2024, Harthorne loaned $1,100,000 in bridge financing to the Company, which was evidenced by a Convertible Promissory Note, executed by the Company and Harthorne on August 2, 2024, with an issue date as of July 30, 2024. Interest on the loan is 12% per annum, payable, with the principal and any and all fees, costs and expenses then due under the note, on September 16, 2025. The maturity date of this note was extended to the earlier of November 30, 2025 or the up-listing of the Company to the NYSE American. Effective as of June 15, 2026, the maturity date of the note was further extended to December 8, 2026, or the uplisting to the NYSE American. The outstanding principal balance of and interest on the note shall be convertible, in whole or in part, at the option of Harthorne at any time prior to the maturity date, into shares of Common Stock of the Company, at a conversion price of $0.30 per share.

Between November 15, 2024, and December 20, 2024, the Company borrowed an aggregate of approximately $3.3 million, evidenced by a Secured Promissory Note, dated December 1, 2024 and as amended, with BOS Investment Inc.. BOS is an affiliate of Michael Singh, the Company’s Co-CEO. The Company used a portion of the proceeds from the loan for the acquisition of an additional operating property in Belize from Chial Mountain, another affiliate of Mr. Singh, and the remainder to further develop the Company’s Awaysis Casamora Assets.

Interest on the note portion of the loan is 3.5% per annum (subject to late payment penalties), and the principal and interest on the note shall be paid on the earlier of December 8, 2026, or the Company’s up-listing to the NYSE American.

The note is secured by a first priority lien on substantially all of the assets of the Company and contain customary events of default, which entitle BOS, among other things, to accelerate the due date of the unpaid principal and accrued and unpaid interest of the notes.

On December 31, 2024, Awaysis Belize Ltd., a Belize corporation and wholly-owned subsidiary of the Company, acquired all of the stock and substantially all of the assets of Chial Mountain Ltd., a Belize corporation, pursuant to the terms and conditions of an Agreement of Purchase and Sale, dated December 31, 2024 and effective December 20, 2024. The agreement and the secured promissory note described below were amended on April 14, 2025. In order to comply with several legal formalities of Belize, Mr. Singh and Dr. Trumbach directly formed and were 100% owners of Awaysis Belize before transferring 100% of their ownership to the Company for nominal consideration.

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

The aggregate estimated purchase price of the Chial Reserve Assets was $5,500,000, which was subsequently adjusted to approximately $4,465,415 based on a third-party appraisal of the property consisting of: (i) $2,400,000 adjusted to $2,378,137 in cash paid at closing; (ii) $1,500,000 secured promissory note, dated December 21, 2024 and as amended on April 14, 2025, between the Company and Michael Singh, which bears no interest and has a maturity date on the earlier of August 31, 2025 or the up-listing of the Company to the NYSE American; and (iii) a $1,600,000 senior convertible promissory note dated December 20, 2024 adjusted to $587,278 to account for current approximate appraisal, between the Company and Michael Singh, as amended, bearing interest at 3.5% per annum and maturing on August 31, 2025. On August 30, 2025, the Company was granted a waiver of the impending maturity date. Following the waiver, the parties agreed to work in good faith to negotiate subsequent amendments to the promissory notes. On October 28, 2025, the Company and Mr. Singh further amended the promissory notes to extend the maturity date to the earlier of November 30, 2025 or the up listing of the Company to the NYSE American. Effective February 3, 2026, the Company amended the maturity date to the earlier of February 28, 2026, or the uplisting of the Company to the NYSE American. As of June 30, 2026, the balance was trued-up to $300,535 due to villa sales and acquisition cost adjustments Effective May 11, 2026, the Company amended the maturity date to the earlier of June 15, 2026, or the uplisting of the Company to the NYSE American. Subsequent to June 15, 2026, the maturity date of the note was extended to the earlier of December 8, 2026, or the uplisting to the NYSE American.

The notes are secured by first priority liens on substantially all of the Company’s assets and include customary default provisions, which entitle Mr. Singh, among other rights, to accelerate repayment of the unpaid principal and any accrued interest.

The senior convertible promissory note grants Mr. Singh the option to convert the note into shares of the Company’s Common Stock at a conversion price equal to the closing price of the Company’s Common Stock on the trading day immediately preceding his delivery of a conversion notice.

On January 30, 2025, Chial Mountain assigned an Agreement, dated December 5, 2024 to Awaysis Belize, granting Awaysis Belize the right until May 28, 2025 to purchase an aggregate of approximately 157 acres of property in the Cayo District of Belize, adjacent to the Chial Reserve Assets for an aggregate purchase price of approximately $408,000. Both parties agreed to split the purchase into two separate agreements, one for a 50 acre parcel that closed on June 30, 2025 and the second for 107 acres expected to be acquired on or before December 31, 2025. However, the acquisition of the 107-acre parcel was not completed, as the seller was unable to deliver clear title to the property. The purchase and sale agreement for the 107-acre parcel expired in accordance with its terms, and the Company has no further obligation under the agreement.

On August 30, 2025, the Company’s Board of Directors met to discuss the Company’s review of the third-party appraisal and the valuation of the non-fixed assets of the Chial Reserve Assets. During the course of its review, the Company identified numerous material inconsistencies and errors in the methodologies underlying both evaluations. Following discussion, the Board unanimously approved: (i) commissioning a new third-party appraisal of the real property portion of the Chial Reserve Assets, and (ii) commissioning a new valuation of the non-fixed assets, with both appraisers to be selected from a list provided by Mr. Singh, and ultimately chosen by the Board.

On October 28, 2025, the Company and Chial Mountain entered into an Amendment to Agreement of Purchase and Sale, dated December 31, 2024 and effective December 20, 2024, as amended, to extend the contract period to the new valuation and appraisal of the Chial Reserve Assets and to provide for the negotiation of an adjustment to the purchase price in light of such appraisal, to be set forth in a post-closing agreement to be executed within thirty (30) days following completion of the new appraisal. The Parties further agreed that either party may dispute the results of the new appraisal within fifteen (15) days of receipt, with the original deadline to execute the agreement being subject to automatic extension to the next feasible date, which shall not constitute a default.

On May 21, 2025, the Company entered into a Convertible Promissory Note with Andrew Trumbach, the Company’s Co-CEO and CFO as the lender, which memorialized a $150,000 loan and loan terms. The amount borrowed was provided by Dr. Trumbach to the Company on April 10, 2025. Interest on the Loan is 12% per annum, payable, with the principal and any and all fees, costs and expenses then due under the Note, on the maturity date which has been extended to December 8, 2026. The note is convertible into the common stock of the Company, in whole or in part, at the option of Dr. Trumbach at any time prior to the maturity date, at a conversion price per share of $0.16.

On January 2, 2026, the Company borrowed $20,000 from KiniConsult Inc., an affiliate of Dr. Narendra Kini, the Chairman of the Company’s Board of Directors, evidenced by a Promissory Note bearing interest at 8% with a maturity date of May 15, 2026. Subsequent to June 15, 2026, the maturity date of the note was extended to December 8, 2026.

On March 31, 2026, the Company borrowed $50,000 from Dr. Kini, evidenced by a Promissory Note bearing interest at 8% with a maturity date of May 15, 2026. Subsequent to June 15, 2026, the maturity date of the note was extended to December 8, 2026.

Family Relationships

Tyler Trumbach, the Company’s Chief Legal Counsel and a director, is the son of Dr. Andrew Trumbach, the Co-CEO and CFO and director of the Company.

Samantha Singh, daughter of Michael Singh, our Co-CEO and a director, has been contracted for marketing services through her company Lucid Marketing. During fiscal year ended June 30, 2026, Lucid Marketing was paid approximately $80,000 for marketing services related exclusively to the Chial property.

There are no other familial relationships between any of our officers and directors. Apart from the disclosures set forth under this Item 13, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

Director Independence

As a “controlled company,” we are not subject to the corporate governance rules of the NYSE American requiring: (i) a majority of independent directors on our Board of Directors, (ii) an entirely independent corporate governance and nominating committee, and (iii) an entirely independent compensation committee. On account of this, and based on our ownership structure, we do not have a majority of independent directors on our Board of Directors.

We use the definition of “independence” of the NYSE American to make this determination. The NYSE American Company Guide Rule 803 provides that an “independent director” is generally a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the Company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Pursuant to Rule 803, the following is a non-exclusive list of persons who cannot be considered independent:

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, Dr. Stuart and Dr. Kini can be considered independent.

Item 14. Principal Accountant Fees and Services.

The Board of Directors has reviewed and discussed the audited consolidated financial statements of Awaysis Capital, Inc. for the fiscal year ended June 30, 2026, with management and have reviewed related written disclosures of Moore Belize LLP, our independent accountants of the matters required to be communicated under Public Company Accounting Oversight Board (PCAOB) Auditing Standard AS 1301, Communications with Audit Committees, as amended, with respect to those statements. We have reviewed the written disclosures and the letter from Moore Belize LLP required by regulatory and professional standards and have discussed with Moore Belize LLP its independence in connection with its audit of our most recent financial statements. Based on this review and these discussions, the Board of Directors recommends that the financial statements be included in this Form 10-K for the fiscal year ended June 30, 2026.

We have also reviewed the various fees that we paid or accrued to our auditors, Moore Belize LLP during the years ended June 30, 2026, and 2025 for services they rendered in connection with our annual audits and quarterly reviews, as well as for any other non-audit services they rendered.

The following table shows the fees for professional and other services rendered by Moore Belize LLP for the audit of our financial statements for the years ended June 30, 2026, and 2025:

Audit fees consist of the aggregate fees billed for professional services rendered by the principal accountant for the audit of our annual financial statements and review of our quarterly financial statements or services normally provided by the above auditor in connection with statutory and regulatory filings or engagements. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”. Tax fees consist of fees to prepare the Company’s federal and state income tax returns. Other fees relate to advisory services related research on accounting or other regulatory matters.

Pre-Approval Policies and Procedures

We have not adopted a policy on pre-approval of audit and permissible non-audit services.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this Annual Report on Form 10-K:

(1) Financial Statements:

The financial statements are filed as part of this Annual Report on Form 10-K commencing on page F-1 and are hereby incorporated by reference.

(2) Financial Statement Schedules:

The financial statement schedules are omitted as they are either not applicable or the information required is presented in the financial statements and notes thereto.

(3) Exhibits:

The documents set forth below are filed herewith or incorporated by reference to the location indicated.

Item 16. Form 10-K Summary.

None

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: October 15, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Awaysis Capital, Inc.

Index to Consolidated Financial Statements

Moore Belize LLP New Horizon Building 3 ½ Miles Philip S. W. Goldson Hwy Belize City, Belize T +501 223 2144 T +501 223 2139 E [email protected] www.moore-belize.bz

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Awaysis Capital, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Awaysis Capital, Inc. and subsidiaries (the Company) as of June 30, 2026 and June 30, 2025, the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and June 30, 2025, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

We determined that there are no critical audit matters.

We have served as the Company’s auditor since 2023.

Moore Belize LLP (PCAOB ID 6999)

Belize City Belize CA

October 15, 2026

Reynaldo Magaña is a licensed practicing member of the Institute of Chartered Accountants of Belize and a Licensed CPA of the State of Florida and is duly authorized to carry out company audit work in Belize and the United States. Moore Belize LLP is registered with the PCAOB with ID 6999.

An independent member firm of Moore Global Network Limited - members in principal cities throughout the world.

Awaysis Capital, Inc.

(formerly known as JV Group, Inc.)

Consolidated Balance Sheet

(Audited)

See notes to audited consolidated financial statements

Awaysis Capital, Inc.

(formerly known as JV Group, Inc.)

Consolidated Statements of Operations

(Audited)

See notes to audited consolidated financial statements

Awaysis Capital, Inc.

(formerly known as JV Group, Inc.)

Consolidated Statements of Changes in Stockholders’ Equity

For the Years Ended June 30, 2026, and 2025

(Audited)

See notes to audited consolidated financial statements

Awaysis Capital, Inc.

(Formerly JV Group, Inc.)

Consolidated Statements of Cash Flows

(Audited)