AWCA 10-K & 10-Q changes, risk factors and insider trading
Awaysis Capital, Inc. · OTC · Opeators Of Nonresidential Buildings · CIK 1021917 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “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.”
New heading “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.”
New heading “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.”
New heading “We are subject to significant accounts payable and other current liabilities.”
New heading “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.”
New heading “Risks Relating to our Properties”
New heading “Our business is affected by macroeconomic conditions, including rising inflation, interest rates and supply chain constraints.”
New heading “Our international operations subject us to additional costs and risks, which could adversely affect our business, financial condition, and results of operations.”
New heading “We are subject to significant government regulations, which could adversely affect our business, financial condition, and results of operations.”
New heading “Weather events, natural disasters and other events beyond our control could adversely affect our business.”
New heading “The units we offer may be subject to regulatory scrutiny under federal or state securities laws.”
New heading “Risks Related to Being a Public Company”
New heading “We will incur increased costs as a result of operating as a public company listed on NYSE American, and our management will devote substantial and increased time to comply with our public company responsibilities and corporate governance practices.”
New heading “Our management team has little experience managing a public company and no experience managing a public company listed on a national securities exchange.”
New heading “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.”
New heading “Risks Relating to our Common Stock”
New heading “We may not be able to satisfy listing requirements of the NYSE American or obtain or maintain a listing of our Common Stock on the NYSE American.”
New heading “We are a “controlled company” within the meaning of the NYSE American listing standards and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements which would not provide you the same protections afforded to stockholders of companies that are subject to such requirements.”
New heading “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.”
Removed heading “We are dependent on management.”
Removed heading “Our proposed objectives are capital intensive and subject to change.”
Removed heading “We face significant competition that may increase costs.”
Removed heading “Our properties may be subject to environmental laws and regulations that have the potential to impose liability.”
Removed heading “The sale of our Common Stock may cause its market price to drop significantly, regardless of the Company’s performance.”
Removed heading “We cannot assure you that our common stock will become listed on a national securities exchange and the failure to do so may adversely affect your ability to dispose of our common stock in a timely fashion.”
Largest changes
“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. …”see in full comparison
“Our business is affected by macroeconomic conditions, including rising inflation, interest rates and supply chain constraints.”see in full comparison
“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. …”see in full comparison
“We intend to apply to list our Common Stock on the NYSE American. If our Common Stock is listed on the NYSE American, we must meet certain financial and liquidity criteria to maintain such listing. If we violate the NYSE American listing requirements, our Common Stock may be delisted. If we fail to meet any of the NYSE American’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. …”see in full comparison
“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. …”see in full comparison
“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.”see in full comparison
Full comparison: every changed paragraph (97)
SinceWe
inception of our new business model, we have notonly recently established any material and recurring revenues or operations that will provide
financial stability in the long term or achieve profitability,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 notonly recently commenced generated material and recurring revenues to date,revenues, have sustained losses and have accumulated
a significant deficit
since our inception. As of June 30, 2023,2025, we had cash of approximately $746,000$220,909 and total current liabilities of
approximately $3,552,000. $12,010,682.
These factors
raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments
that that
might result from the outcome of this uncertainty.
We
have incurred net losses to date,
we anticipate that we will continue to incur significant losses for the foreseeable future, and even if
as we werecommence togenerating generatematerial and recurring revenue, we
may never achieve or maintain profitability.
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.
We
are dependent on management.
Our
business is and will continue to be significantly dependent on our management team, including Michael Singh and Andrew Trumbach, our
Co-CEOs. Co-CEOs.Our success depends upon the continued service of these directors and officers. The loss of any member of our management team
could could
have a materially adverse effect on theour Company.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 adopt a cost-plus pricing model after taking 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
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 adopt a cost-plus pricing model after taking 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 accrued liabilities of approximately $655,994 million as of June 30, 2025. 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 $4.5 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 November 30, 2025, with an aggregate outstanding principal balance of $4.5 million. If we are unable to repay these notes at maturity or extend the maturity date, 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.
We
intend on expanding our business through the acquisition, development, maintenance, and maintenanceoperation of realresidential/resort estate assets.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 may be sensitive to adverse changes in general economic conditions in the United States, Belize and any other jurisdiction
in which our assetsresort 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 plannedhospitality realand estateresort portfolio.services. We have no control over
these changes.
Our
operating results are subject to significant fluctuations.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
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. Consequently, our
revenues may vary by quarter, and our operating results may experience fluctuations.
Our
proposed objectives are capital intensive and subject to change.
Our
proposed business plans may change. Many of our potential business endeavors are capital intensive and may be subject to statutory or
regulatory requirements. Management reserves the right, at any time, to make significant modifications to the Company’s stated
strategies depending on future events.
Our
common stock is currently traded on the OTC Pink market. 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.
There is limited trading in our common stock, and we cannot assure you that an active public 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 listed on the OTC Pink market. 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. A more active market for our common stock may never develop. 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.
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 assetsnew 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, sell, rent maintain
and/or 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 assetsnew 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.
We
face significant competition that may increase costs.
We will experience significant competition from other buyers and sellers
of real estate and other real estate hospitality projects. Competition may have the effect of increasing our acquisition costs, making
it more difficult to identify and close on the acquisition of desirable real estate properties, and decrease the sales price or lease
rates of developed assets.
Our
profitability may be impacted by delays in the selection, acquisition,acquisition and development of properties.
We
may encounter delays in the selection,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 and the cost of materials, parts and labor have progressively increased,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 exceeds 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.
Our
properties may be subject to environmental laws and regulations that have the potential to impose liability.
Under
various local environmental laws, ordinances, and regulations, a current or previous owner or operator of real property may be liable
for the cost of removal or remediation of hazardous or toxic substances on, under or in such property. Such laws often impose liability
whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental
laws also may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may
require expenditures. Environmental laws provide for sanctions in the event of non-compliance and may be enforced by governmental agencies
or, in certain circumstances, by private parties. In connection with the acquisition and ownership of its properties, we may be potentially
liable for such costs. 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.
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 realhospitality
estate assets and 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 portfoliovacation-remote work enclave strategy.
We
believe that the acquisition of assetshospitality 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 sales and rental revenues and increase profitability over
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 traveland consistent experience to both owners andof guestsindividual units and toguests, bewhich ablehas not been
proven due to consistentlyour generateearly income to the residence
owners. Our ability to provide this levelstage of income and expectations are likely to be partially dependent on the labor cost of our local
markets and our ability to hire teams for a diversity of roles at a reasonable cost given the constraints of each particular local market
environment.operations.
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
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.
Competition for real property to grow our business may increase costs and reduce returns.
We
will experience significant competition for realhospitality propertyassets and other hospitality
assetsprojects from individuals, corporations, banks, and insurance company
investment accounts, as well as otherhotel 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.activities, among others.
We will compete against other potential purchaserspurchasers, managers, and developers of resort-style properties. We believe that competition
for these properties and,will as a result of
the weakened world economy, there is greater competitionincrease for the properties of the type we seek to acquire.develop. SomeMany of these competing entities
may 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, ormaking weit 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 propertiesresorts may be located close to propertiesresorts that are
owned by competitors. These competing propertiesresorts may be better located and
more suitable for desirableour tenantstarget or customersdemographics than our properties,
resorts, resulting in a competitive advantage for these other properties.resorts. We may face
similar competition from other propertiesresorts that may be developed
in the future. This competition may limit our ability to sell units and/or rent and
manage such units, increase our costs of securing
such purchasers or renters,customers, and limit our ability to charge higher prices or rents fees
and/or require us to make capital improvements we otherwise
might not make to our properties.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 or asset. 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.
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.
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 intend to acquire, develop or re-develop, maintain, operate and manageIf
residential and resort vacation home communities. 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.
Management's Discussion & Analysis (MD&A)
Largest changes
“Our business strategy entails targeting and identifying undervalued assets in emerging markets located in proximity to high demand travel destinations. The Company intends to focus these efforts on shovel-ready properties and/or other assets that we believe can be used to optimize sales and rental revenues. We have currently identified five properties in the country of Belize, all of which are expected to constitute our initial real estate portfolio. …”see in full comparison
“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.”see in full comparison
“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. …”see in full comparison
“We intend to offer for sale, or as short- or long-term bookings, the finished units in any and all jurisdictions that permit such offers. To date, we are making such offers through our website at www.awaysisgroup.com, on-line multiple listing services, and other licensed direct booking channels. We are not presently aware of any jurisdictional limits on the offer of these properties in the jurisdictions we are targeting to offer our investors for sale or rent. …”see in full comparison
“Additionally, we are a licensed hotel operator in Belize and maintain compliance with applicable laws and regulations administered by the Belize Tourism Board and other relevant governmental authorities. Our operations are subject to the requirements of the Belize Hotels and Tourist Accommodation Act and related regulations, which govern the licensing, classification, and operation of hospitality establishments throughout the country.”see in full comparison
“At least initially, we are seeking to develop resorts that have not been completed nor have a significant prior operational history. As such, we intend to purchase the real estate underlying the planned community and finish the development, then, 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. …”see in full comparison
Full comparison: every changed paragraph (34)
InConsidering
light of these risks and uncertainties,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
investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there
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.
Awaysis Capital Inc isWe
are a real estate management
and hospitality company focused on acquisition, redevelopment, sales, and managing rentalsbookings and rentals,
of residential vacation home communities in
desirable travel destinations. We seek to create value through the targeting and acquisition,
development, and up-cycling, rebranding,
and repositioning of currently undervalued operating and shovel ready residential/resort communities
in global travel destinations, with
the intention to relaunch these assets under the “Awaysis” brand with the goals of creating
a network of residential and resort
enclave communities in the Caribbean, Europe, South America and the United States, that will optimize
sales, both saleshospitality, and rentalmanagement revenues,revenues for our company, while providing attractivethe returnspotential for home owners to ownersretain our services to
manage any bookings of their units for third-party short or long term stays, and provide exceptional vacation
experiences to travellers. Our strategy overlays the quality and consistency of the hotel management system over the Airbnb type rental
model.travelers’.
Increased global trends towards “work from home” opportunities have impacted both residency and travel. We believe that more people are seeking comfortable and convenient places to travel, visit, and live for extended durations. We seek to capitalize on these trends by transforming resort properties in desirable locations into convenient enclaves that facilitate this type of travel or residency. We define an enclave as a gated community that has all the amenities that will allow a person to live, work and play without having to leave the community.
At least initially, we are seeking to develop resorts that have not been completed nor have a significant prior operational history. As such, we intend to purchase the real estate underlying the planned community and finish the development, then, 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.
All third-party owners of units have the option to rent out their units, subject to local laws, such as laws of Belize that require that all such bookings are processed through an entity with a Belize hotel license. To the extent an owner of a unit wishes to retain us to manage bookings of their unit, we will have an exclusive agreement for the term of the agreement with the individual owners or, where applicable, the homeowners association, which specifies our fees. Each month, we intend to reconcile bookings and fee allocations for each individual owner. Any bookings income due to an owner is segregated and subsequently distributed to them in accordance with the terms of their particular agreement.
We intend to offer for sale, or as short- or long-term bookings, the finished units in any and all jurisdictions that permit such offers. To date, we are making such offers through our website at www.awaysisgroup.com, on-line multiple listing services, and other licensed direct booking channels. We are not presently aware of any jurisdictional limits on the offer of these properties in the jurisdictions we are targeting to offer our investors for sale or rent. While our current properties are in Belize, the offer and sale of these properties, as well as the related management arrangements, may take place both in Belize and in the United States, subject to compliance with applicable laws and regulations in each jurisdiction.
We are a licensed real estate corporation in the State of Florida and 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, we are a licensed hotel operator in Belize and maintain compliance with applicable laws and regulations administered by the Belize Tourism Board and other relevant governmental authorities. Our operations are subject to the requirements of the Belize Hotels and Tourist Accommodation Act and related regulations, which govern the licensing, classification, and operation of hospitality establishments throughout the country.
The
Company seeks to own and grow a stable, cash generating, diversified portfolio of single-family and luxury resort/residence properties
in the Caribbean, Europe, South America, and the United States.
Our
business strategy entails targeting and identifying undervalued assets in emerging markets located in proximity to high demand travel
destinations. The Company intends to focus these efforts on shovel-ready properties and/or other assets that we believe can be used to
optimize sales and rental revenues. We have currently identified five properties in the country of Belize, all of which are expected
to constitute our initial real estate portfolio. To that effect, on June 30, 2022, we closed on the acquisition of certain real estate
assets in San Pedro, Belize (the “Casamora Awaysis Assets”), pursuant to our previously announced series of Agreements of
Purchase and Sale, all dated April 15, 2022. The total consideration paid by us for the properties subject to the agreements was at the
appraisal value of $11.4 million (excluding transaction costs and fees) and was settled in a combination of a Purchase Money Mortgage
of $2.6 million at 0% interest rate, payable on demand, a Purchase Money Mortgage of $280,000 at 0% interest rate that was paid on August
8, 2022 and 56.8 million shares of the Company’s common stock based on a per share price equal to the market price on the date
of appraisal of $0.150. As the first acquisition by the Company in Belize and an important milestone, the Company expects to rebrand
the Casamora Awaysis Asset, so it is easily identifiable as an Awaysis Property and fit perfectly with its strategy of creating a countrywide
network of Awaysis residential enclave communities in the country for owners and guests to travel, work and play.
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
of June 30, 2024,2025, our revenue consists primarily of monthly rentalbooking income of villasvillas, management fee income, rental income and commission
income from the rentalsale of real property.
Results
of Operations –- Fiscal Years Ended June 30, 20242025, and June 30, 20232024
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 throughthroughout the fiscal year ended June 30,
2024,2025, showing substantial growth in operating expenses in preparation for expected future growth in revenue.
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.
We
recognized total revenue of $50,674$441,059 and $107,760 -$50,674, during the fiscal years ended June 30, 2024,2025, and 2023,2024, respectively. Revenue generated
during fiscal year 2025 consists primarily of monthly booking income of villas, management fee income, rental income, and commission income from the sale of real property. Revenue generated during fiscal year 2024
consisted of monthlybooking rental income and commissions from short term property rentals. Revenue generated during fiscal year 2023 also consistedincome,
of monthly rental income and commissions from property rentals. The decreaseincrease in revenue from fiscal year 20232024 to fiscal year 20242025 was a
a result of constructionincreased inbooking areasand rental revenues, management fee income related to the completion of thetwo
buildings at Casamora property which decreasedand the rental abilityacquisition of existingChial units.Mountain Limited.
During
the fiscal years ended June 30, 20242025 and 2023,2024, we incurred sales and marketing expenses of $36,675$189,339 and $91,319,$36,675, respectively, consisting
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 decreaseincrease in sales and marketing expenses from fiscal year
2023 2024 to fiscal year 20242025
relates wasto becauseincreased marketing expenses and press releases, to generate interest in fiscalour year 2023, we incurred more expenses on the initial push of marketingproperties and salesinvestment than in fiscal year 2024 when such expenses stabilized.opportunities.
During
the fiscal years ended June 30, 20242025 and 2023,2024, we incurred general and administrative expenses of $7,037,957$2,951,243 and $4,312,499,$7,037,957, respectively,
respectively, consisting of audit and accounting fees, travel and entertainment, payroll and employee benefits, legal fees, filing
fees and transfer
agent fees, all relating to both sustaining the corporate existence of the Company and public company-related
expenses and its continued
transitioning from being a shell company to an operating company. The increase
decrease in general and administrative expenses from fiscal year 2023
2024 to 20242025 was a result of continueda growthsalary bonus being accrued in fiscal year 2024 in the amount of the Company’s operations and related increases
in such expenses.$4,400,000.
During
the fiscal years ended June 30, 2024,2025, and 2023,2024, we recognized operating losses of $(7,023,9582,699,523) and $(4,296,0587,023,958), respectively. These
losses were primarily attributable to increased marketing expense, operating expenses related to salaries due to the Company scaling its hospitality
operations under the Awaysis brand, having to re-audit its two prior years financial statementsbrand and preparing for a registered
offering of securities. The increasedecrease in operating loss from fiscal
year 20232024 to fiscal year 20242025 was a result of increased generalrevenue and
administrativeincome expensewith the addition of Chial Mountain properties and a decrease
in salary expense due to a salary bonus of $4,400,000 accrued in recognizedfiscal revenueyear which occurred when Casamora moved its Villas from its rental portfolio
to renovate them.2024.
Other
(Income) (Expenses)
During
the fiscal years ended June 30, 20242025, and 2023,2024, we incurred other (income) and expense of $69,518$25,418 and $(612),$32,953, respectively, consisting
of mortgage interest earned,income and foreign exchange gains, offset by interestforeign expenseexchange losses and lossinterest on asset from the write off of software which was never put into service.expense.
During
the fiscal yearsyear ended June 30, 20242025, and 2023,2024, we recognized net losses of $(7,093,4762,724,941) and $(4,295,4467,056,911), respectively. These losses
were primarily attributable to accounting, marketing, legal, filing fees and transfer agent fees to sustainingsustain the corporate
existence of
the Company and public company relatedcompany-related expenses, and the continued transitioningtransition from being a shell company to an
operating company. The increase
decrease in net loss from fiscal year 20232024 to fiscal year 20242025 was a
result of increased expensesrevenue asincome describedwith above.the addition of Chial Mountain
Limited and a decrease in salary expense due to a salary bonus of $4,400,000 accrued for in fiscal year 2024.
As
of June 30, 2024,2025, we had cash of $745,991$220,909 and had a positive working
capital of $7,795,602, of$152,933, which was mainly from the issuanceincrease ofin sharesreceivables
due forto realmortgage estatereceivable inventory,and theinventory saleconstruction of shares from our private placement
of common stockcosts, and the June 2024 loanaddition of $1,100,000convertible tonotes theand Companyline fromof ancredit affiliate.with BOS Investments,
Inc. We have sufficient cash or commitments for
funding to satisfy our basic operations for at least 12 months and expect the anticipated
cost of development of our first properties
to come from pre-sales, investors subscriptions, advances or loans from our principal shareholders
and not cash-on-hand. We will need
to raise additional cash to satisfy our long-term requirements.
Historically,
an affiliate shareholder has advanced funds on our behalf
as we have required for the Company to become, and remain, a fully reporting public
company while seeking to create value for shareholders.
The shareholder has indicated its intention to continue to do so and most recentlyhas loaned
$1,100,000 to the Company; provided, however,
that such intentions do not represent a binding commitment by the affiliate shareholder
and there is no guarantee that it will be able
to provide all of the funding necessary to achieve this objective. ToAs date,of June 30, 2025, this affiliate
shareholder has advanced and received a net
of approximately $599,537$43,434 on behalf of the Company to cover certain of the Company’s
expenses and loaned $1,100,000 for bridge financing.
Between December 20, 2024, and June 30, 2025, the Company borrowed an aggregate of $3,240,939, evidenced by a Secured Promissory Note, dated December 1, 2024, and as amended on April 22, 2025, under a planned committed line of credit with BOS Investment Inc. to borrow up to an aggregate of $5,000,000. BOS is an affiliate of Michael Singh, the Company’s Co-CEO. The Company used a portion of the proceeds from the loan for the acquisition of an additional operating property in Belize and expects to use additional proceeds for other targeted acquisitions, and to further develop the Company’s Awaysis Casamora Assets.
If
we are unable to obtain additional advances from our affiliate shareholder, we anticipate facing major challenges in raising the necessary
funding to affect our business plan. Raising debt or equity funding for small publicly quoted,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, it 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 revenues, sale of shares of
our capital stock to third parties and advances from our affiliate shareholder. While we are seeking
to raise up to $10 million
through the sale of our common stock or through other offerings of securities, we cannot assure you we will
be successful in raising any
or all of such capital and in meeting our working capital needs. Through June 30, 2024,2025, we have raised an
aggregate of $1,918,000$14,568,000 in our
recent 325 million private placement offering and can give no assurance that we will be successful
in raising the remaining funds being sought. The capital
raises from issuances of equity securities could result in additional dilution
to our shareholders. In addition, to the extent we determine
are determined to incur indebtedness, our incurrence of debt could result in debt
service obligations and operating and financing covenants that would
restrict our operations.
We
generated positivenegative cash flows from operating activities in the fiscal year ended June 30, 20242025, compared to the fiscal year ended June
June 30, 2023.2024. Net cash flows used in operating activities were $503,108$(4,808,550) and $(257,255)$503,108 for the fiscal years ended June 30, 2025, and 2024,
and 2023, respectively.
In
2022 through June 30, 2024,2025, 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 and an affiliate
loan. In June 2024
the company received a convertible note in the amount of $1,100,000 from Harthorne Capital, an affiliate shareholder. During Fiscal year
June 2025, the company drew down $3,240,939 received a line of credit from BOS Investments, Inc, an affiliate of the company, and additional
convertible loans all from our majority shareholders.
For
the fiscal years ended June 30, 2024,2025, and 2023,2024, net cash from financing activities was $1,100,000$5,325.592 and $(195,000),$1,100,000 respectively.
We
are dependent upon the receipt of capital investment or other financing
to fund our ongoing construction and to execute our business
plan. In addition, we are dependent upon our controlling shareholders to
provide continued funding and capital resources. If continued
funding and capital resources are unavailable aton reasonable terms, we may
not be able to implement our plan of operations.
New
real estate inventory is carried at the lower of cost or net realizable value. The cost of finished inventories determined onby 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,completed and held available for occupancy, 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.
What changed in the latest 10-Q
Risk Factors
There have been no material changes to the risk factors described under Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed on November 14, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Three months Ended March 31, 2026, as Compared to Three Months March 31, 2025”
Removed heading “Six Months Ended December 31, 2025, as Compared to December 31, 2024”
Largest changes
“Three months Ended March 31, 2026, as Compared to Three Months March 31, 2025”see in full comparison
“Six Months Ended December 31, 2025, as Compared to December 31, 2024”see in full comparison
“On March 16, 2026, Awaysis Belize Ltd, a wholly owned subsidiary of Awaysis Capital, Inc. secured a construction loan from a primary Bank in Belize 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.”see in full comparison
see in full comparisonThreeNineMonthsmonths EndedDecemberMarch 31,2025,2026, as Compared toDecemberNine Months Ended March 31,20242025
“We recognized revenue of $609,831 and $182,645, during the six months ended December 31, 2025, and 2024, respectively. Revenue generated during the six months ended December 31, 2025, consists primarily the sale of a villa in the Chial Mountain properties, monthly booking income of villas, management fee income, rental income and maintenance income. Revenue generated during the six months ended December 31, 2024 primarily consisted of the sale of a villa in Chial Mountain properties of $375,000. …”see in full comparison
“We are a real estate management and hospitality company focused on acquisition, redevelopment, sales, and managing bookings and rentals, of residential vacation home communities in desirable travel destinations. …”see in full comparison
Full comparison: every changed paragraph (68)
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 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.
We
are a real estate management and hospitality company focused on acquisition, redevelopment, sales, and managing bookings and rentals,
of residential vacation home communities in desirable travel destinations. We seek to create value through the targeting and acquisition,
development, and up-cycling, rebranding, and repositioning of currently undervalued operating and shovel ready residential/resort communities
in global travel destinations, with the intention to relaunch these assets under the “Awaysis” brand with the goals of creating
a network of residential and resort enclave communities in the Caribbean, Europe, South America and the United States, that will optimize
sales, hospitality, and management revenues for our company, while providing the potential for home owners to retain our services to
manage any bookings of their units for third-party short or long term stays, and provide exceptional vacation experiences to travelers’.
-RealReal
Estate Sales.Sales
-ManagementManagement
Services:
-Short-TermShort-Term
Rentals.Rentals
As
of DecemberMarch 31, 2025,2026, our revenues consist primarily of:
The
Company commenced material operating activities during the fiscal year ended June 30, 2022, following the November 2021 change in control
and the February 2022 launch of its business strategy to acquire, develop, and manage residential vacation home communities in desirable
travel destinations. This strategy continued throughout the fiscal year ended June 30, 2025, and the sixnine months ended DecemberMarch 31, 2025,2026,
during which the Company incurred increased operating expenses consistent with the expansion of development activities, property improvements,
and hospitality operations.
The
Company has recently commenced rental operations and is leasing the two commercial buildings at Awaysis Casamora for a total of $18,500
monthly. Management anticipates that cash flows at thisthe Awaysis Casamora property will increase as additional units become rental-ready and as real estate
sales activity progresses. During the fiscal year, the Company also completed the acquisition of Chial Mountain Limited. Management expects
that this property will contribute meaningfully to the Company’s hospitality and booking revenues as development and integration
activities advance. However, the timing and magnitude of future cash flows will depend on market conditions, the pace of unit completions,
real estate transaction volumes, and demand for hospitality services. Management continues to monitor operating performance and capital
requirements in light of the Company’s growth trajectory and prevailing market opportunities.
GivenManagement
the Company’s negative working capital position and declining equity balance, management has implemented several measures intended
to mitigate liquidity risk, strengthen the capital structure, and preserve operational continuity.
These measures include:
Management
is actively pursuing capital-raising initiatives in connection with the SEC’s ongoing review of the Company’s S-1 registration
statement, which is intended to support an uplisting to the NYSE American. Management is also preparing for strategic
equity raises targeted
for the second quarter,calendar subject to the completionquarter of the SEC review,2026, and is engaged in discussions
with institutional and accredited
investors regarding structured equity and project-based financing opportunities. Additional
non-dilutive financing options tied to specific
development assets are also under evaluation.
TheOn
companyMarch has16, also2026, beenAwaysis pre-approvedBelize Ltd, a wholly owned subsidiary of Awaysis Capital, Inc was approved for a $2m$2,000,000 USD construction
loan with a primary bank in Belize to finalize the construction of Awaysis
Chial within the next 12 months.Casamora. This willis expected to allow the companyCompany to
complete construction of additional units and consequently increase its hospitality revenues as well as generate profits and cash
flow from the sale of the completed units.
The
Company has signedsold atwo contractvillas at Chial Reserve that is expected to close in the short term and is actively negotiating the sale of the
completed commercial building at Awaysis Casamora.
The companyCompany is also in the process of taking to market the condominiums units at Awaysis
Casamora which are aboutapproximately 70 % completed.
Three months Ended March 31, 2026, as Compared to Three Months March 31, 2025
Revenue for the three months ended March 31,2026, was $563,431, compared to the prior three months of $92,808.
This increase was primarily driven by the expansion of short-term rental operations, the sale of a villa, the increase in utilization of resort assets and the growth in service-based revenue streams.
Revenue
for the six months ended December 31, 2025 increased to approximately $610,000 compared to approximately $183,000 for the prior-year
period, primarily driven by increased operating activity at the Company’s Chial resort property and the stabilize monthly rent
at Awaysis Casamora. The increase reflects higher occupancy levels, improved average daily rental rates, and a greater number of rentable
villas available for short-term stays as the Chial Reserve property continued to stabilize and transition from development to active
operations.
The
Belize tourism market experienced continued strength during the period, supported by increased international arrivals, particularly from
the United States, and sustained demand for boutique eco-resort and extended-stay accommodations. Management also expanded ancillary
revenue streams, including real estate brokerage commissions, homeowners’ association management fees, and maintenance services,
which were not significant in the prior-year period.
During the three months ended March 31, 2026, and 2025, we incurred cost of goods sold of $358,386 and $0, respectively. The increase was driven by the sale of a villa, increased rental activity and operational scaling of hospitality services.
During the three months ended March 31, 2026, and 2025, we incurred sales and marketing expenses of $28,276 and $26,340, 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 slight increase in sales and marketing expenses from the three months ended March 31, 2025, to 2026 is due to an increase in marketing services and merchant fees.
During the three months ended March 31, 2026 and 2025, we incurred general and administrative expenses of $738,619 and $614,179, respectively, consisting of audit and accounting fees, travel and entertainment, payroll and employee benefits, legal fees, filing fees and transfer agent fees, all relating to both sustaining the corporate existence of the Company and public company-related expenses and its continued transitioning from being a shell company to an operating company. The increase in general and administrative expenses from the three months ended March 31, 2025, to 2026 mostly relates to an increase in professional services, rental fees paid to owners, and salary/payroll expenses.
During the three months that ended March 31, 2026, and 2025, we recognized operating losses of $(561,850) and $(547,711), respectively. These losses were primarily driven by operating expenses incurred as we continued to scale our hospitality operations under the Awaysis brand and advanced preparations for a registered offering of our securities.
General and administrative costs reflect continued investment in:
During the three months ended March 31, 2026, and 2025, we incurred other income and expense of $10,745 and $26,254, respectively, consisting of mortgage interest income, offset by interest expense.
During the three months ended March 31, 2026, and 2025, we recognized net losses of $(572,595) and $(573,965), respectively. These losses were primarily attributable to the cost of professional fees such as accounting, marketing, legal, filing fees and transfer agent fees required to sustain our corporate existence, comply with public company reporting obligations, and support our increase in operations as we continue the transition from being a shell company into an operating business.
The decrease in net loss from the three months ended March 31, 2025, to 2026 was principally driven by increased revenue generated from the sale of a villa, and the addition of Chial Mountain Limited and the related increase in rental and management income, as well as the operational factors described above. These improvements were partially offset by the ongoing costs associated with scaling our hospitality operations under the Awaysis brand and preparing for future capital-raising activities.
ThreeNine
Monthsmonths Ended DecemberMarch 31, 2025,2026, as Compared to DecemberNine Months Ended March 31, 20242025
Revenue for the nine months ended March 31, 2026, was $1,173,262, compared to $275,453 for the prior year period.
This increase was driven by expansion of short-term rental operations, the sale of two villas, increased utilization of resort assets and growth in service-based revenue streams
We
recognized revenue of $514,633 and $138,526, during the three months ended December 31, 2025, and 2024, respectively. Revenue generated
during the three months ended December 31, 2025, consists primarily of the sale of a villa for $375,000, the remaining revenue of $139,633
relates to monthly booking income of villas, management fee income, rental income and maintenance income. Revenue generated during the
three months ended December 31, 2024 consisted of rental income, commission income, monthly booking income of villas, management fee
income, and maintenance income. The increase in revenue from the three months ended December 31, 2024 to 2025 was primarily due to the
sale of a Villa 10 in the Chial Mountain Properties.
During
the threenine months ended DecemberMarch 31, 20252026, and 2024,2025, we incurred cost of goods sold of $375,000$733,386 and $-,$0, respectively, consisting of the
sale oftwo Villavillas. 10Management indetermined that this variance represents a purchase price adjustment related to the Chialunderlying Mountainacquisition,
rather Properties.than Therean wasoperating no profitgain or loss on this Villa as it was acquired at FMV on the purchase.loss.
During
the threenine months that ended DecemberMarch 31, 20252026, and 2024,2025, we incurred sales and marketing expenses of $30,731$91,298 and $60,405,$148,661, respectively,
consisting consisting
of marketing and support of our products and services, promotional and public relations expenses and management and administration
expenses expenses
in support of rental offerings and marketing. The majority of the decrease in sales and marketing expenses from the threenine months ended March
December 31, 20242025 to 20252026 is due to the timing of hiring a marketing firm during the nine months ended March 31, 2025, to generate interest in
our properties and a decrease in real estate sales commission expense offset by an increase in Marketing services and
merchant fees.expenses.
During the nine months ended March 31, 2026, and 2025, we incurred general and administrative expenses of $2220,455 and $2,121,010, respectively.
General and administrative costs reflect continued investment in:
During
the three months ended December 31, 2025 and 2024, we incurred general and administrative expenses of $779,460 and $857,759, respectively,
consisting of audit and accounting fees, travel and entertainment, payroll and employee benefits, legal fees, filing fees and transfer
agent fees, all relating to both sustaining the corporate existence of the Company and public company-related expenses and its continued
transitioning from being a shell company to an operating company. The decrease in general and administrative expenses from the three
months ended December 31, 2024 to 2025 mostly relates to a decrease in professional services due to the timing of the payment for services,
and decrease in directors compensation offset by increases in legal fees associated with uplisting to the NYSE American. payroll and
management expenses, and depreciation expense associated with the acquisition of Chial Mountain Limited.
During
the threenine months ended DecemberMarch 31, 2025,2026, and 2024,2025, we recognized operating losses of $(670,5581,871,877) and $(779,6381,994,218), respectively. These
losses were primarily driven by operating expenses incurred as we continued to scale our hospitality operations under the Awaysis brand
and advanced preparations for a registered offering of our securities.uplist to NYSE American.
During
the threenine months ended DecemberMarch 31, 2025,2026, and 2024,2025, we incurred other income and expense of $12,800$35,624 and $34,197,$87,656 respectively, consisting
of mortgage interest income and foreign exchange gains, offset by foreign exchange losses and interest expense.
During
the threenine months ended DecemberMarch 31, 20252026, and 2024,2025, we recognized net losses of $(683,3581,907,501) and $(813,8352,081,874), respectively. These losses
were primarily attributable to accounting, marketing, legal, filing fees and transfer agent fees required to sustain our corporate existence,
comply with public company reporting obligations and support our continuedincrease in operations as we continue the transition from being a shell
company into an operating
business.
The decrease in net loss from the nine months ended March 31, 2025, includes approximately $2.8 million in stock-based compensation, primarily related to a one-time conversion of accrued compensation into equity, which is non-cash in nature and not expected to recur at similar levels. During the period, the Company issued shares in connection with:
The
decrease in net loss from the three months ended December 31, 2024 to 2025 was principally driven by increased revenue generated from
the addition of Chial Mountain Limited and related rental and management income, as well as the operational factors described above.
These improvements were partially offset by the ongoing costs associated with scaling our hospitality operations under the Awaysis brand
and preparing for future capital-raising activities.
Six
Months Ended December 31, 2025, as Compared to December 31, 2024
We
recognized revenue of $609,831 and $182,645, during the six months ended December 31, 2025, and 2024, respectively. Revenue generated
during the six months ended December 31, 2025, consists primarily the sale of a villa in the Chial Mountain properties, monthly booking
income of villas, management fee income, rental income and maintenance income. Revenue generated during the six months ended December
31, 2024 primarily consisted of the sale of a villa in Chial Mountain properties of $375,000. The remaining revenue of $234,831 was generated
from rental income, commission income, monthly booking income of villas, management fee income, and maintenance income. The increase
in revenue from the six months ended December 31, 2024 to 2025 was a result of the sale of a Villa 10 in Chial Mountain properties and
increased booking and rental revenues, management fee income related to the completion of two buildings at Casamora and the acquisition
of Chial Mountain Limited.
During
the six months ended December 31, 2025 and 2024, we incurred cost of goods sold of $375,000 and $-, respectively, consisting of the sale
of Villa 10 in the Chial Mountain Properties. There was no profit or loss on this Villa as it was acquired at FMV on the purchase.
During
the six months ended December 31, 2025 and 2024, we incurred sales and marketing expenses of $63,022 and $122,321, respectively, consisting
of marketing and support of our products and services, promotional and public relations expenses and management and administration expenses
in support of rental offerings and marketing. The majority of the decrease in sales and marketing expenses from the six months ended
December 31, 2024 to 2025 is due to the timing of hiring a marketing firm during the six months ended December 31, 2024 to generate interest
in our properties and investment opportunities and also a decrease in real estate commission expenses.
During
the six months ended December 31, 2025 and 2024, we incurred general and administrative expenses of $1,481,836 and $1,506,831, respectively,
consisting of audit and accounting fees, travel and entertainment, payroll and employee benefits, legal fees, filing fees and transfer
agent fees, all relating to both sustaining the corporate existence of the Company and public company-related expenses and its continued
transitioning from being a shell company to an operating company. The decrease in general and administrative expenses from the six months
ended December 31, 2024 to 2025 mostly relates to a decrease in professional fees due to the timing of the payment for services, and
decrease in directors compensation offset by increases in legal fees associated with uplisting to the NYSE American. payroll and management
expenses, and depreciation expense associated with the acquisition of Chial Mountain Limited.
During
the six months ended December 31, 2025, and 2024, we recognized operating losses of $(1,310,027) and $(1,446,507), respectively. These
losses were primarily driven by operating expenses incurred as we continued to scale our hospitality operations under the Awaysis brand
and advanced preparations for a registered offering of our securities.
The
decrease in operating loss from the prior year period was primarily attributable to:
During
the six months ended December 31, 2025 and 2024, we incurred other income and expense of $24,879 and $61,402 respectively, consisting
of mortgage interest income and foreign exchange gains, offset by foreign exchange losses and interest expense.
During
the six months ended December 31, 2025 and 2024, we recognized net losses of $(1,334,906) and $(1,507,909), respectively. These losses
were primarily attributable to accounting, marketing, legal, filing fees and transfer agent fees required to sustain our corporate existence
, comply with public company reporting obligations and support our continued transition from being a shell company into an operating
business.
The
decrease in net loss from the six months ended December 31, 2024 to 2025 was principally driven by increased revenue generated from the
addition of Chial Mountain Limited and related rental and management income, as well as the operational factors described above. These
improvements were partially offset by the ongoing costs associated with scaling our hospitality operations under the Awaysis brand and
preparing for future capital-raising activities.
As of March 31, 2026, we had cash of $1,134,260 and positive working capital surplus of $2,116,627.
The Company currently relies on:
The Company intends to pursue:
As
of December 31, 2025, we had cash of $54,109 and positive working capital of $1,805,439. The working capital surplus was primarily driven
by the decrease in liabilities associated to the execution of the equity compensation for officers and specific parties.
As
of DecemberMarch 31, 2025,2026, this affiliate shareholder has advanced and received a net of approximately $79,295$453,821 on our behalf to cover certain
Company expenses and has provided $1,100,000 in bridge financing to support our operations. The balance is currently owed to the company
due to timing of transfers between the companies.
Between
December 20, 2024, and DecemberMarch 31, 2025,2026, the Company borrowed an aggregate of $3,352,874,$3,353,047, evidenced by a Secured Promissory Note, dated
December 1, 2024, and as amended on April 22, 2025, under a planned committed line of credit with BOS Investment Inc. to borrow up to
an aggregate of $5,000,000. BOS is an affiliate of Michael Singh, the Company’s Co-Chief Executive Officer.
On March 16, 2026, Awaysis Belize Ltd, a wholly owned subsidiary of Awaysis Capital, Inc. secured a construction loan from a primary Bank in Belize 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.
Through
DecemberMarch 31, 2025,2026, we have raised an aggregate of $14,568,000 in our $25 million private placements offering. We can provide no
assurance assurance
that we will be able to raise the remaining capital being sought in this offering or in future offerings. Any capital
raised through
the issuance of equity securities will result in dilution to our existing shareholders. In addition, if we determine
to incur indebtedness
to finance our operations or growth, such debt may impose debt service obligations, restrictive operating or
financial covenants, and
other limitations that could constrain our business activities and operational flexibility.
Net
cash flows used in operating activities were $(264,185113,370) and $(4,606,8984,635,565) for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, 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.
AWCA insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding AWCA (13F)
None of the 59 investors we track reported a position in their latest 13F.