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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 Form

 (Mark
One)

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

 For
the fiscal year ended June 30, 2025

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

 For the transition period from ____ to _____

 Commission
file number: 000-214772

 AWAYSIS
CAPITAL, INC.

 (Exact
name of registrant as specified in its charter)

 Delaware

 27-0514566

 (State
 or Other Jurisdiction

 (I.R.S.
 Employer

 of
 Incorporation or Organization)

 Identification
 No.)

 3400
Lakeside Drive, Suite 100, Miramar, Florida 33027

 (Address
including zip code of registrant's Principal Executive Offices)

 (855) 795-3311

 (Registrant's
Telephone Number, Including Area Code)

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 N/A

 N/A

 N/A

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

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

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

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

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

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.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 Growth Company

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

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.

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).

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, 2024,
the registrant's most recently completed second fiscal quarter, was approximately $ 18,317,582.

 As
of November 5, 2025, there were 384,931,394 shares of common stock, par value $ 0.01 per share, outstanding.

 TABLE
OF CONTENTS

 Page

 Item 1. Business

 Item 1A. Risk Factors

 Item 1B. Unresolved Staff Comments

 Item 1C. Cybersecurity

 Item 2. Properties

 Item 3. Legal Proceedings

 Item 4. Mine Safety Disclosures

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

 Item 6. [Reserved]

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

 Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 Item 8. Financial Statements and Supplementary Data

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

 Item 9A. Controls and Procedures

 Item 9B. Other Information

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

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

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

 Item 14. Principal Accountant Fees and Services

 Item 15. Exhibits and Financial Statement Schedules

 Item 16. Form 10-K Summary

 i

 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.

 Risks
 that there may be significant costs and expenses associated with liabilities related to the development of its business that were
 either unknown or are greater than those anticipated at the time of the acquisition of its assets;

 Risks
 that Awaysis may not be successful in integrating new properties into all aspects of our business and operations or that the integration
 will take longer than anticipated;

 The
 operational risks as a result of acquiring undeveloped or underdeveloped assets and real estate and integration of those assets into
 our business; risks related to disruption of management's attention from Awaysis' ongoing business operations due to
 its efforts to identify, acquire, develop and manage new resort properties into Awaysis;

 Any
 adverse effect of an acquired asset on Awaysis' reputation, relationships, operating results and business generally;

 Any
 lingering impact of the COVID-19 pandemic on Awaysis' business, operating results, and financial condition, or on global economic
 conditions;

 Risks
 related to Awaysis' indebtedness, especially in light of the significant amount of indebtedness we expect to incur to complete
 the acquisition and development of hospitality and resort properties;

 Inherent
 business risks, market trends and competition within the resort and hospitality industries;

 Compliance
 with and changes to United States, Belize and global laws and regulations, including those related to anti-corruption and privacy;

 Risks
 related to Awaysis' planned acquisitions, joint ventures, and other partnerships;

 Awaysis'
 dependence on third-party development activities; the performance of Awaysis' information technology systems and its ability
 to maintain data security;

 Regulatory
 proceedings or litigation; adequacy of our workforce to meet Awaysis' business and operation needs;

 Awaysis'
 ability to attract and retain key executives and employees with skills and capacity to meet our needs; and

 Natural
 disasters or adverse geo-political conditions. 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

 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.

 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.

 We
 have incurred net losses of $2,724,941 and $7,056,911 for the fiscal years ended June 30, 2025 and 2024, respectively,
 and 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. We had an accumulated deficit of $15,331,309 and
 $12,606,368 as of June 30, 2025 and 2024, respectively.

 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.

 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.

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

 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.

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

 Our
 financial success is dependent on general economic conditions.

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

 Risks
Relating to our Properties

 Our
 success will partially depend upon the acquisition and re-development 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 integrate assets into our existing operations.

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

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

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

 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.

 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.

 We
 may not succeed in creating a portfolio enclave strategy.

 Our
 properties may be subject to liabilities or other problems.

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

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

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

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

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

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

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

 Our
 international operations subject us to additional costs and risks, which could 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.

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

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

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

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

 Risks
Related to Being a Public Company

 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.

 Our
 management team has limited experience managing a public company and no experience managing a public company listed on a national
 securities exchange.

 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.

 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.

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

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

 The
 sale of our Common Stock may cause its market price to drop significantly, regardless of the Company's performance.

 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.

 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.

 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. Although permitted, the absence of a majority of independent
 directors, an independent compensation committee, and an independent nominating committee may adversely impact investor confidence
 and reduce oversight of management decisions. Investors should carefully consider that our corporate governance structure may provide
 less protection than that afforded to stockholders of companies with independent boards.

 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.

 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.

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

 We
 qualify as a smaller reporting company within the meaning of the Securities Act, and 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.

 PART
I

 Item
1. Business.

 The
Company

Capital, Inc. (the "Company", "we", "us" or "our") is 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.

 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 located 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.

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.

 Recent
Developments

 Line
of Credit

November 15, 2024 and December 20, 2024, the Company borrowed an aggregate of $3,000,000, evidenced by a Secured Promissory Note, dated
December 1, 2024, under a planned committed line of credit with BOS Investment Inc. to borrow up to an aggregate of $5,000,000. BOS is
an affiliate of Michael Singh, the Company's 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 Ltd., another affiliate of Mr. Singh, and expects to use additional
proceeds for other targeted acquisitions, and to further develop the Company's Awaysis Casamora Assets.

on the note portion of the loan is 3.5% per annum (subject to late payment penalties). On April 22, 2025, the parties entered into an
amendment to the secured promissory note, to provide that principal and interest shall be due on June 1, 2025. On June 30, 2025, the
parties subsequently amended the secured promissory note to extend the maturity date to August 31, 2025. On August 30, 2025, Mr. Singh
and BOS granted the Company a waiver of the impending maturity date. Following the waiver, the parties agreed to work in good faith to
negotiate subsequent amendments to the secured promissory note. On October 28, 2025, the Company and BOS further amended the secured promissory note to extend the maturity date
to November 30, 2025.

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

 We
currently intend to repay this note using a portion of the net proceeds from a future offering, cash generated from operations, or proceeds
from potential asset sales, if necessary. We are actively evaluating our liquidity position and to ensure we are able to meet our obligations
as they come due. Although we are engaging in negotiations with our lender, there can be no assurance that we will have sufficient funds
available at the time of maturity, that we will be able to secure future funds on terms acceptable to us, or that if we do not have sufficient
funds at maturity, we could further extend the maturity date.

 Related
Party Loan

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

 Appointment
of Temporary Chairman

 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 temporary Chairman of the Board during this
interim period.

 Reverse
Stock Split

 In
September of 2024, our Board of Directors and holders of a majority of our outstanding voting securities, approved a reverse split of
up to 1-for-20 of our issued and outstanding shares of Common Stock (the "Reverse Split") and authorized our Co-CEOs, in
their sole discretion, to determine the final ratio and effect the Reverse Split any time before the one year anniversary of the approval
date. We do not yet have an effective date for the Reverse Split, but have determined and set a split ratio of 1-for-20. On August 28,
2025, our Board and the holders of a majority of our outstanding voting securities approved an extension to effect the Reverse Split
from the one year anniversary of the original approval date to December 31, 2025. We expect the Reverse Split to take effect in our fiscal
quarter ending December 31, 2025.

 Properties

Casamora Assets

 On
June 30, 2022, we closed on the acquisition of certain real estate assets in San Pedro, Belize (the "Awaysis Casamora Assets"),
pursuant to a series of Agreements of Purchase and Sale, 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 is rebranding the Awaysis Casamora Assets, so
it is easily identifiable as an Awaysis property and align seamlessly with its strategy of creating a network of Awaysis residential
enclave communities.

 The
Awaysis Casamora Assets 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 features to the property:

 The
 main 4-story condominium complex that sits atop 20,995 square feet of prime oceanfront land having a frontage of 100 feet on the
 beach reserve and Caribbean Sea and comprises twenty individually stratified 2-bedroom, 2-bathroom ocean view condo suites, of which
 twelve units are available for re-sale. The condo suites average 1,400 square feet plus an additional 250 square feet of outdoor
 balcony space that can be used as a lounge area and patio. Each condo suite has an unobstructed ocean view and overlooks the lap
 pool. We expect the total remaining construction costs to complete development of this portion of the Awaysis Casamora Assets to
 be approximately $2,500,000.

 A
 10,000 square foot amenities building immediately adjacent to the condominium complex which includes the fitness center, wellness
 spa on the ground floor, Pilates/Yoga studios and an executive remote working space with a balcony on the first floor, and a dining
 area and lounge on the rooftop. This property has been fully renovated and the company has entered a short-term lease with a lessor
 at $13,000 USD per month for 6 months with an extension for another 6 months.

 Two
 2-story waterfront villas with manicured gardens on 13,590 square feet of additional prime oceanfront land having another frontage
 of 100 feet on the beach reserve and Caribbean Sea. The north villa contains four 1-bedroom, 1-bathroom furnished units, each with
 675 square feet of interior space plus additional balcony/porch exterior space. The south villa contains two 1-bedroom, 1-bathroom
 furnished units, each with 675 square feet of interior space plus additional balcony/porch exterior space on the ground floor and
 one 3-bedroom, 3-bathroom unit with 1,350 square feet of interior space plus additional balcony/porch exterior space on the top floor.
 We have projected to have these renovated by the end of calendar year 2025. We expect the total remaining construction costs to complete
 development of this portion of the Awaysis Casamora Assets to be approximately $515,000.

 A
 3-story building on the street side of the property. We have completed the construction of this property. Due to its location on
 the main commercial street in San Pedro, walking distance to the main town center, we believe that it has the potential for residential
 use either as a primary residence or as rental property with commercial potential. The ground floor consists of 1,250 square feet
 of interior space that has been fully renovated as offices. The second floor open area consists of 1,250 square feet of finished
 interior space that can be converted into one large 3-bedroom unit or two units. The Penthouse unit consists of 3 bedrooms, 2 full
 bathrooms, a full kitchen, breakfast bar, 6 seat dining area, and living area. The Penthouse is fully air conditioned and comes fully
 furnished. Additionally, the Penthouse includes a private balcony to the master suite, and a larger balcony with street and sea views.
 We have leased the Penthouse unit on the third floor for $2,500 USD per month. The same tenant has leased the first floor and unfinished
 second floor for $3,000 USD per month.

 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

 The
twelve 2-bedroom, 2-bathroom ocean view condo suites in the 4-story condominium complex that are available for re-sale are fully gutted
as of the date of this Annual Report on Form 10-K and the grey works are currently underway with over 60% already completed. The intention is to finish
one model unit on the first floor to showcase the full experience of indoor space and outdoor balcony space to aid in the pre-sales.

 For
unit rentals in San Pedro generally, the average daily rate for a 2-bedroom, 2-bathroom condo suites with a view of the ocean in San
Pedro is on average approximately $650 per night with an occupancy rate of 69% adjusted for seasonality. We expect that our villas will
be rented out at similar rates and with similar occupancy rates.

 We
believe that currently there is no inventory of unobstructed ocean view condo suites in San Pedro that have fully stratified titles.
Furthermore, since most of the inventory in San Pedro is offered for sale on a speculative pre-development basis, we believe our strategy
of selling or renting units that are already in development or developed will attract potential buyers and renters over these other alternatives.

 We
have commenced refurbishments on both of the waterfront villas, including renovations of the balconies, a roof replacement and a full
renovation of the 3-bedroom, 3-bathroom unit on the top floor of the south villa, that are all underway. One of the units on the ground
floor of the south villa is currently being used as the sales and management office where onsite staff can manage construction and maintenance
personnel for the entire development project.

 The
north villa units are all rent-ready as-is with some minor refurbishments. The average daily rental rate for 1-bedroom, 1-bathroom villas
with an ocean view in San Pedro is on average approximately $175 per night and for 3-bedroom, 3-bathroom villas, $550 per night, with
an occupancy rate of 69% adjusted for seasonality.

 We
are also refurbishing the 3-story building, with the ground floor being left available for either a commercial tenant or residential
tenant to be secured to determine the finishing of that unit. Similarly, the first floor is being left available for either a 3-bedroom
residential tenant or a 1-bedroom residential tenant to determine the finishing of that unit(s).

 The
penthouse is already rent-ready as is with some minor refurbishments.

 We
expect the total remaining construction costs to complete development of the Awaysis Casamora Assets to be approximately $3,015,000,
and estimate completion, assuming availability of funds, to occur in the second half of calendar year 2026.

 As
of September 15, 2025, Awaysis has six units available for same or for short or long term booking, of which four are Company-owned. The
Company has entered into an agreement with each of the owners of the other two units, to manage short or long term bookings on their
behalf for a fee. We anticipate renovating these units. Awaysis has also entered into a lease agreement, effective April 1, 2024 and
which is now on a month to month basis, on a three-bedroom condominium located in the commercial building adjacent to the resort property.
This unit has been listed for sale.

 Infrastructure

 Through
the date of this Annual Report on Form 10-K, the following has been accomplished:

 All
 infrastructure has been installed, in particular the road network, water, power and internet, with municipal grid connections, subject
 to some electrical testing and further upgrading to be determined if required.

 Building
 permits for the construction of the entire project have already been issued.

 All
 building structural engineering reports have been completed for the condominium complex and determination for the requirements for
 the other buildings is still being assessed and budgeted for even if found to be unnecessary.

 The
 project has had full environmental clearance.

 Hotel
 licenses have been obtained.

 All
 project liability insurance is already obtained.

 The
 amenities building is completed and rented.

 The
 three story mixed use building is completed and rented.

 The
 gates at the entrance have been installed.

 The
 marketing and development plans have been completed.

 Glass
 and rails have been ordered and awaiting delivery.

 Chial
Mountain

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

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

 The
notes are secured by first priority liens on substantially all of the assets of the Company and contain customary events of default,
which entitle Mr. Singh, among other things, to accelerate the due date of the unpaid principal and accrued and unpaid interest to the
extent applicable.

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

 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 extend the option period and to split the purchase
of the remaining property into two separate agreements, one for a 50 acre parcel that was exercised for a $250,000 amount due to the
seller that closed on June 30, 2025, and the second for a 107 acre parcel that the Company expects to consummate on or before December 31, 2025.

 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.

 As
the second acquisition by the Company in Belize, the Company expects to rebrand the Chial Reserve Assets, so it is easily identifiable
as an Awaysis Property and align seamlessly with its strategy of creating a countrywide network of Awaysis residential enclave communities.

 The
Chial Reserve Assets are a gated community and resort development located in the Macal River Valley, Cayo District, Belize. The property
includes approximately 35 villas consisting of an estimated 59,000 square feet and spans approximately 63 acres of pristine rainforest
terrain, offering a harmonious blend of natural beauty and modern amenities. The addition of the Chial Reserve Assets provides a luxurious
yet sustainable living experience to our customers and a revenue opportunity to the Awaysis portfolio, integrating modern conveniences
with the natural splendor of Belize's rainforest.

 The
completed portion of the property consists of:

 Eight
 completed two-bedroom villas, each with private pools, expansive decks, high ceilings, and floor-to-ceiling windows offering panoramic
 rainforest views. Each villa includes two full bathrooms with indoor/outdoor showers, fully equipped gourmet kitchens, air conditioning,
 high-speed Wi-Fi, and private carports. The completed villas are available for purchase, with options for owners to participate in
 a rental program.

 Existing
 amenities also include a fully constructed restaurant and caf, along with maintenance and operations facilities.

 All
villas and units may be occupied by the owner or may be contributed to the Company's rental program on a profit split basis, making
it a flexible option for those that either wish to occupy part-time, or that wish to earn positive income from their ownership with no
management responsibility.

 Development
Strategy

 As
of January 2025, the Company has sold five villa units, with two units paid in full and three under a developer mortgage. Three completed
units remain available for sale, with a current rental occupancy rate of approximately 75% based on the latest data. Our remaining villas
are expected to be further developed and renovated through 2026.

 To
enhance the property's appeal and long-term value, the Company is constructing a Spa and Wellness Center, to feature luxury treatment
rooms, a beauty salon, sauna, and jacuzzi, all designed to promote holistic rejuvenation and wellness experiences for guests and residents.

the Company is developing a new on-site restaurant and marketplace, expected to emphasize locally sourced, organic ingredients, with
a focus on elevating Belizean cuisine to fine-dining standards.

 Both
the Spa and Wellness Center and the restaurant are anticipated to open by the end of calendar year 2025.

 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 from ASPI, Inc. 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 28, 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.

 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.

 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.

 In
September 2024, our Board of Directors and holders of a majority of our outstanding voting securities, approved of a reverse split of
up to 1-for-20 of our issued and outstanding shares of Common Stock (the "Reverse Split") and authorized our Co-CEOs, in
their sole discretion, to determine the final ratio and effect the Reverse Split any time before the one year anniversary of the approval
date. We do not yet have an effective date for the Reverse Split, but expect the Reverse Split to take effect in the second half of our
2025 fiscal year.

 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
incorporated by reference and 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:

 Real
 Estate Sales: Selling developed residential units on resort property, which may include condominiums, single-family homes, and
 villas, to support our overall growth strategy.

 Management
 Services: Providing comprehensive management and operational services for branded resorts we own and/or through agreements with
 homeowners' associations (HOAs), ensuring seamless operations and a high standard of service.

 Bookings:
 Managing short-term and long-term bookings for unsold units at the resorts we own or manage, as well as for units sold to third parties
 who retain the Company or one of its affiliates to provide such services for a fee, offering high-quality accommodations and experiences
 for vacationers and travelers.

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

 As
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.

 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 and under a cost plus construction contract with R&B Construction Company Limited
or other construction companies. 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.

 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, Bookings.com and Airbnb, in addition to our website.

 Resort
Management Activities

 Resort
Management

 For
each of our resort properties, we intend for Awaysis Capital, LLC, our wholly owned management company subsidiary, to enter into a management
agreement. The management company is expected to ensure that the resorts are well-maintained and financially stable, and the services
provided are expected to include day-to-day operations of the resort, maintenance of the resort, preparation of reports, budgets and
projections and employee training and oversight. The management agreements are expected to provide for a cost-plus management fee, which
means we would generally earn a fee over and above the cost to operate the applicable resort. As a result, the management fees we expect
to earn would be predictable, unlike traditional revenue-based hotel management fees, and our management fees generally would be unaffected
by changes in rates or occupancy. We also expect to be reimbursed for the costs incurred to perform our management services, principally
related to personnel providing on-site services.

 Short
and Long Term Bookings

 We
intend to offer short-term and long-term booking options for unsold units at our resorts as well as to 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 intend to be able to reach potential new customers and introduce them to our resorts. These options would allow
us to generate revenues through the management fees and from the provision of 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
accommodation alternatives, 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 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.

 Government
Regulation

 Our
proposed business is subject to various international, national, federal, state, and local laws, regulations and policies in jurisdictions
in which we 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 Asset 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.

 Real
Estate Development Regulation

 Our
planned 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 expected to be 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
expect that we must obtain the approval of numerous governmental authorities for our 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
planned 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
expect to be 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 expect to use and store hazardous and toxic substances, such
as cleaning materials, pool chemicals, heating oil and fuel for back-up generators at some of our planned 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 some of our developed 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 21 employees, including our executives. 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. Our employees are all based in the United States, at our office located in Miramar, Florida. 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  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, 2025, we had cash of approximately $220,909 and total current liabilities of approximately $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 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.

the fiscal years ended June 30, 2025, and 2024, we recognized a net loss of $2,724,941 and $7,056,911, respectively. We had an
accumulated deficit as of June 30, 2025, and 2024 of $15,331,309 and $12,606,368, 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 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.

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:

 a
 significant portion of our cash flows could be required to be used to service such indebtedness.

 a
 high level of indebtedness could increase our vulnerability to general adverse economic and industry conditions.

 any
 covenants contained in the agreements governing such outstanding indebtedness could limit our ability to borrow additional funds,
 dispose of assets, pay dividends and make certain payments.

 a
 high level of indebtedness may place us at a competitive disadvantage compared to our competitors that are less leveraged and, therefore,
 our competitors may be able to take advantage of opportunities that our indebtedness may prevent us from pursuing.

 debt
 covenants may affect our flexibility in planning for, and reacting to, changes in the economy and in our industry, if any; and

 any
 ability to convert or exchange such indebtedness for equity in the Company can cause substantial dilution to existing stockholders
 of the Company.

 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.

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 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.

 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:

 greater
 difficulty in enforcing contracts and managing collections in countries where our recourse may be more limited, as well as longer
 collection periods;

 higher
 costs of doing business internationally, including costs incurred in establishing and maintaining office space and equipment for
 international operations;

 differing
 labor regulations;

 challenges
 inherent to efficiently recruiting and retaining talented and capable employees in foreign countries and maintaining company culture
 and employee programs;

 fluctuations
 in exchange rates between the U.S. dollar and foreign currencies in markets where we do business;

 management
 communication and integration problems resulting from language and cultural differences and geographic dispersion;

 costs
 associated with language localization of our operations;

 risks
 associated with trade restrictions and foreign legal requirements, including any importation, certification, and localization of
 our operations that may be required in foreign countries;

 greater
 risk of unexpected changes in regulatory requirements, tariffs and tax laws, trade laws, export quotas, customs duties, treaties,
 and other trade restrictions;

 costs
 of compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations, including,
 but not limited to data privacy, data protection, and data security regulations;

 risks
 relating to the implementation of exchange controls, including restrictions promulgated by the OFAC, and other similar trade protection
 regulations and measures;

 heightened
 risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact
 our financial condition and result in restatements of, or irregularities in, financial statements;

 the
 uncertainty of protection for intellectual property rights in some countries;

 exposure
 to regional or global public health crises, and travel restrictions and other measures undertaken by governments in response to such
 crises;

 general
 economic and political conditions in these foreign markets, including political and economic instability in certain regions;

 foreign
 exchange controls or tax regulations that might prevent us from repatriating cash earned outside the United States;

 risks
 associated with securing and complying with debt agreements relative to such foreign operations; and

 double
 taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States
 or the foreign jurisdictions in which we operate.

 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 have not yet formulated a policy for the resolution
of such conflicts. 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.

November 15, 2024, and December 20, 2024, we borrowed an aggregate of $3,000,000 under a Secured Promissory Note dated December 1, 2024,
as amended, as part of a planned committed line of credit with BOS Investment Inc., with the ability to borrow up to $5,000,000 in total.
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. 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) $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.

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

 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 does 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
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.

 If
we are listed on NYSE American, we will incur significant additional legal, accounting and other expenses that we have not incurred as
a public company with shares quoted on OTCID. As a public company listed on a national securities exchange, we will be subject to the
additional responsibilities and obligations imposed by the NYSE American in addition to the 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 and NYSE American, 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 will need to devote an increased 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.

 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 listed on a national securities exchange will 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 its board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

 Our
management team has little experience managing a public company and no experience managing a public company listed on a national securities
exchange.

 Most
of the members of our management team have limited to no experience managing a publicly traded company that is listed on a national securities
exchange, interacting with public company investors and complying with the increasingly complex laws pertaining to listed public companies.
Our management team has not worked together at prior companies that were publicly traded, and the team may not successfully or efficiently
manage their new roles and responsibilities.

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

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

 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, even after
our Common Stock commences trading on NYSE American, which is a condition to closing a related offering. 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 NYSE American or another 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:

 actual
 or anticipated fluctuations in our financial condition or results of operations;

 the
 success or failure of our operating strategies and our perceived prospects; realization of any of the risks described in this section;
 failure to be covered by securities analysts or failure to meet the expectations of securities analysts;

 a
 decline in the stock prices of peer companies; and

 a
 discount in the trading multiple of our Common Stock relative to that of common stock of certain of our peer companies due to perceived
 risks associated with our smaller size.

 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 the NYSE American or obtain or maintain a listing of our Common Stock on the NYSE
American.

 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. A delisting of our Common Stock from the NYSE American 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. The 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.

 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.

 As
of the date of this Annual Report on Form 10-K, 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 85% of our outstanding shares
of Common Stock, and as a result, control a majority of the voting power of the Company. As a result, we are a "controlled company"
within the meaning of the corporate governance standards of the NYSE American. Under these rules, a listed company of which more than
50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to
comply with certain corporate governance requirements. We have elected to rely on certain of these exemptions and as a result, we are
not required to have: (i) a Board of Directors consisting of a majority of independent directors, (ii) a compensation committee consisting
entirely of independent directors, and (iii) a nominating/corporate governance committee that is composed entirely of independent directors.
We may also rely on the other exemptions so long as we qualify as a "controlled company." Although permitted, the absence
of a majority of independent directors, an independent compensation committee, and an independent nominating committee may adversely
impact investor confidence and reduce oversight of management decisions. Investors should carefully consider that our corporate governance
structure may provide less protection than that afforded to stockholders of companies with independent boards.

 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 85% 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 21 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:

 All
 computers are protected using a cloud-powered endpoint security solution that helps enterprises
 prevent, detect, investigate, and respond to advanced threats on their networks. It offers
 endpoint protection, endpoint detection and response, mobile threat defence, and integrated
 vulnerability management. It also provides, among other things, malware and spyware detection
 and remediation, rootkit detection and remediation and network vulnerability detection.

 All
 Company e-mails are protected by a cloud-based email filtering service designed to protect
 the Company against advanced threats related to email and collaboration tools.

 Periodically,
 all users on the Company's computer network are required to perform multi-factor authentication.

 The
 Company uses a cloud-based identity and access management service that enables access to
 external resources.

 Backup
 is performed using a secure, automatic cloud-based backup and restore service.

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, especially as the Company moves towards commercialization of its first product.

 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, is expected to provide 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.

 As
of September 30, 2023, we have been the owner of the Awaysis Casamora Assets. We also acquired Chial Mountain Limited assets on
December 19, 2024. Both properties are under development but have started hospitality operations

 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.

 Quarter Ended

 High

 Low

 June 30, 2025

 $
 0.4050

 $
 0.0800

 March 31, 2025

 $
 0.7300

 $
 0.1500

 December 31, 2024

 $
 0.7400

 $
 0.2000

 September 30, 2024

 $
 1.1800

 $
 0.2521

 June 30, 2024

 $
 1.5500

 $
 0.7500

 March 31, 2024

 $
 0.9090

 $
 0.1799

 December 31, 2023

 $
 0.4500

 $
 0.1570

 September 30, 2023

 $
 0.5100

 $
 0.1075

 As
of June 30, 2025, there were approximately 330 holders of record of our common stock, and the last reported closing sales price of our
common stock on that date was $0.41.

 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, 2025.

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted- average exercise price of outstanding options, warrants and rights

 Number of securities remaining available for future issuance

 Plan Category

 Equity compensation plans approved by security holders:

 2022 Omnibus Performance Award Plan

 -

 -

 19,775,931

 Equity compensation plans not approved by security holders:

 -

 -

 -

 Options to Purchase Common Stock (Michael Singh)

 11,250,000

 $
 0.32

 -

 Options to Purchase Common Stock (Andrew Trumbach)

 11,250,000

 $
 0.32

 -

 Total

 22,500,000

 19,775,931

 Unregistered
Sale of Securities

the past three years, the Company 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.

 Private
Offering

May 25, 2022, and March 31, 2023, the Company sold, in a private offering of up to $25 million of the Company's Common Stock, at
a price per share of $1.00 (the "Private Offering"), an aggregate of 975,000 shares of Common Stock with a total subscription
price of $975,000.

 All
purchases made in connection with the Private Offering were pursuant to Subscription Agreements & Investor Suitability Questionnaires
as between the Company and each of the investors which provided, in part that the investors were accredited investors.

 Each
of the individual transactions underlying the Private Offering are further set forth below.

 On
May 25, 2022, the Company sold 500,000 shares of its common stock to an investor who participated in the Private Offering. The Company
believes this transaction was exempt from registration under the Securities Act of 1933, as amended (the "Securities Act")
in reliance on the exemption from registration provided by Rule 506(b) under Regulation D of the Securities Act, as transactions by an
issuer not involving any public offering.

 On
May 26, 2022, the Company sold 50,000 shares of its common stock to an investor who participated in the Private Offering. The Company
believes this transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided
by Rule 506(b) under Regulation D of the Securities Act, as transactions by an issuer not involving any public offering.

 On
May 27, 2022, the Company sold 25,000 shares of its common stock to an investor who participated in the Private Offering. The Company
believes this transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided
by Rule 506(b) under Regulation D of the Securities Act, as transactions by an issuer not involving any public offering.

 On
May 31, 2022, the Company sold 25,000 shares of its common stock to an investor who participated in the Private Offering. The Company
believes this transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided
by Rule 506(b) under Regulation D of the Securities Act, as transactions by an issuer not involving any public offering.

 On
June 28, 2022, the Company sold 25,000 shares of its common stock to an investor who participated in the Private Offering. The Company
believes this transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided
by Rule 506(b) under Regulation D of the Securities Act, as transactions by an issuer not involving any public offering.

 On
July 19, 2022, the Company sold 25,000 shares of its common stock to an investor who participated in the Private Offering. The Company
believes this transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided
by Rule 506(b) under Regulation D of the Securities Act, as transactions by an issuer not involving any public offering.

 On
August 30, 2022, the Company sold 75,000 shares of its common stock to an investor who participated in the Private Offering. The Company
believes this transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided
by Rule 506(b) under Regulation D of the Securities Act, as transactions by an issuer not involving any public offering.

 On
February 17, 2023, the Company sold 150,000 shares of its common stock to an investor who participated in the Private Offering. The Company
believes this transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided
by Rule 506(b) under Regulation D of the Securities Act, as transactions by an issuer not involving any public offering.

 On
March 9, 2023, the Company sold 75,000 shares of its common stock to an investor who participated in the Private Offering. The Company
believes this transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided
by Rule 506(b) under Regulation D of the Securities Act, as transactions by an issuer not involving any public offering.

 On
March 31, 2023, the Company sold 25,000 shares of its common stock to an investor who participated in the Private Offering. The Company
believes this transaction was exempt from registration under the Securities Act in reliance on the exemption from registration provided
by Rule 506(b) under Regulation D of the Securities Act, as transactions by an issuer not involving any public offering.

Casamora Assets

 As
of June 30, 2022, as partial consideration for the Company's acquisition of the Awaysis Casamora Assets, the Company was obligated
to issue to affiliates of the respective sellers of such assets an aggregate of 56.8 million shares of its Common Stock based on a per
share price equal to the market price on the date of appraisal of $0.150. The Company believes this 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/or Regulation S of the Securities Act as an offering and sale to non-U.S. residents.

 Services
Rendered

 On
July 15, 2022, the Company issued an aggregate of 172,850 shares of the Company's Common Stock to various consultants as consideration
for services rendered 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

 On
July 28, 2022, the Company issued an aggregate of 107,484 shares of the Company's Common Stock to various advisors and consultants
as consideration for services rendered 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.

 On
September 16, 2022, the Company issued 333,333 shares of its Common Stock to an affiliate of Tyler Trumbach as consideration for legal
services rendered 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

 On
December 1, 2022, the Company issued an aggregate of 6,913 shares of its Common Stock to an advisor as consideration for services rendered
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.

 On
December 2, 2022, the Company issued an aggregate of 1,250 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

 On
December 15, 2022, the Company issued an aggregate of 43,478 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

 On
January 1, 2023, the Company issued an aggregate of 1,923 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

 On
February 1, 2023, the Company issued an aggregate of 1,923 shares of its Common Stock to an advisor as consideration for services rendered
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.

 On
February 13, 2023, the Company issued to each of Michael Singh and Dr. Andrew Trumbach: (i) an aggregate of 50,000,000 restricted shares
of its Common Stock, and (ii) options to purchase an aggregate of 11,250,000 shares of its commons stock, as consideration for services
rendered by affiliates of the Company. The transactions were 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 transactions by an issuer not involving any public offering and
were subject to restrictions on transferability.

 On
February 14, 2023, the Company issued an aggregate of 70,588 shares of its Common Stock to an affiliate of Dr. Narendra Kini as consideration
for services rendered 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

 In
December 2023, the Company issued an aggregate of 9,982 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

 On
December 5, 2023, the Company issued to Dr. Andrew Trumbach an aggregate of 50,000,000 restricted shares of its Common Stock as consideration
for services rendered. 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 1, 2024, the Company issued to Michael Singh an aggregate of 50,000,000 restricted shares of its Common Stock as consideration
for services rendered. 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.

 In
June 2024, the Company approved the issuance of, and in September 2024 the Company issued, an aggregate of 31,706,358 shares of
restricted Common Stock in lieu of cash compensation to Mr. Singh, Dr. Trumbach, Mr. Trumbach and a consultant, at an average price
per share of between $0.247 to $.362. 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.

 Chial
Mountain

 On
December 31, 2024, as partial consideration for Awaysis Belize's acquisition of all of the stock and substantially all of the assets
of Chial Mountain, the Company entered into a $1,600,000 senior convertible promissory note with Michael Singh, as amended, dated December
20, 2024, bearing interest at 3.5% per annum and maturing on August 31, 2025 (the Company has been granted a waiver of the maturity date
and is working with the lender in good faith to negotiate subsequent amendments to the maturity date). The Company believes this 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.

 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

 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'.

 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.

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.

 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 the following primary sources:

 Real
 Estate Sales: Selling developed residential units on resort property, which may include condominiums, single-family homes, and
 villas, to support our overall growth strategy.

 Management
 Services: Providing comprehensive management and operational services for branded resorts we own and/or through agreements with
 homeowners' associations (HOAs), ensuring seamless operations and a high standard of service.

 Bookings:
 Managing short-term and long-term bookings for unsold units at the resorts we own or manage, as well as for units sold to third parties
 who retain the Company or one of its affiliates to provide such services for a fee, offering high-quality accommodations and experiences
 for vacationers and travelers.

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

 As
of June 30, 2025, our revenue consists primarily of monthly booking income of villas, management fee income, rental income and commission
income from the sale of real property.

 Sales
and Marketing Expenses

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

 General
and Administrative Expenses

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

 Results
of Operations - Fiscal Years Ended June 30, 2025, and June 30, 2024

 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,
2025, showing substantial growth in operating expenses in preparation for expected future growth in revenue.

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

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

 Revenues

 We
recognized total revenue of $441,059 and $50,674, during the fiscal years ended June 30, 2025, and 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 booking income,
monthly rental income and commissions from property rentals. The increase in revenue from fiscal year 2024 to fiscal year 2025 was a
result of increased booking and rental revenues, management fee income related to the completion of two
buildings at Casamora and the acquisition of Chial Mountain Limited.

 Sales
and Marketing Expenses

the fiscal years ended June 30, 2025 and 2024, we incurred sales and marketing expenses of $189,339 and $36,675, respectively, consisting
of marketing and support of our products and services, promotional and public relations expenses and management and administration expenses
in support of rental offerings and marketing. The increase in sales and marketing expenses from fiscal year 2024 to fiscal year 2025
relates to increased marketing expenses and press releases, to generate interest in our properties and investment opportunities.

 General
and Administrative Expenses

the fiscal years ended June 30, 2025 and 2024, we incurred general and administrative expenses of $2,951,243 and $7,037,957, 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 fiscal year
2024 to 2025 was a result of a salary bonus being accrued in fiscal year 2024 in the amount of $4,400,000.

Loss

the fiscal years ended June 30, 2025, and 2024, we recognized operating losses of $(2,699,523) and $(7,023,958), respectively. These
losses were primarily attributable to increased marketing expense, operating expenses related to the Company scaling its hospitality
operations under the Awaysis brand and preparing for a registered offering of securities. The decrease in operating loss from fiscal
year 2024 to fiscal year 2025 was a result of increased revenue income with the addition of Chial Mountain properties and a decrease
in salary expense due to a salary bonus of $4,400,000 accrued in fiscal year 2024.

 Other
(Income) Expenses

the fiscal years ended June 30, 2025, and 2024, we incurred other (income) and expense of $25,418 and $32,953, respectively, consisting
of mortgage interest income and foreign exchange gains, offset by foreign exchange losses and interest expense.

 Net
Loss

the fiscal year ended June 30, 2025, and 2024, we recognized net losses of $(2,724,941) and $(7,056,911), respectively. These losses
were primarily attributable to accounting, marketing, legal, filing fees and transfer agent fees to sustain the corporate existence of
the Company and public company-related expenses, and the continued transition from being a shell company to an operating company. The
decrease in net loss from fiscal year 2024 to fiscal year 2025 was a result of increased revenue income with 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.

 Liquidity
and Capital Resources

 As
of June 30, 2025, we had cash of $220,909 and had a positive working capital of $152,933, which was mainly from the increase in receivables
due to mortgage receivable and inventory construction costs, and the addition of convertible notes and line of credit 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 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 has 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 the funding necessary to achieve this objective. As of June 30, 2025, this affiliate
shareholder has advanced and received a net of approximately $43,434 on behalf of the Company to cover certain of the Company's
expenses and loaned $1,100,000 for bridge financing.

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

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

 Year ended June 30,

 2025

 2024

 Cash used in operating activities

 $
 (4,808,550
)

 $
 503,108

 Cash provided by investing activities

 (1,042,124
)

 (857,196
)

 Cash provided by financing activities

 5,325,592

 Change in cash

 $
 (525,082
)

 $
 745,912

 Cash
Flows from Operating Activities

 We
generated negative cash flows from operating activities in the fiscal year ended June 30, 2025, compared to the fiscal year ended June
30, 2024. Net cash flows used in operating activities were $(4,808,550) and $503,108 for the fiscal years ended June 30, 2025, and 2024,
respectively.

 Cash
Flows from Investing Activities

the fiscal years ended June 30, 2025, and 2024, net cash flow used for investing activities was $(1,042,124) and $(857,196), respectively.

 Cash
Flows from Financing Activities

 In
2022 through June 30, 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, 2025, and 2024, net cash from financing activities was $5,325.592 and $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 on reasonable terms, we may not be able to implement our plan of operations.

 Critical
Accounting Policies

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

 Inventories

 New
real estate inventory is carried at the lower of cost or net realizable value. The cost of finished inventories determined 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 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.

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

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

 Item
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, 2025, 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, 2025 to provide reasonable assurance that such information is accumulated and communicated
to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions
regarding required disclosures, primarily as a result of the 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, 2025, and have concluded that, as of June 30, 2025, our internal control over financial reporting
was effective.

 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's 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 three months ended June 30, 2025, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

 Item
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 six 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 September 30, 2025:

 Name

 Age

 Titles

 Singh

 Co-Chief
 Executive Officer and Director

 Dr.
 Andrew E. Trumbach

 Director,
 Co-Chief Executive Officer and CFO

 Lisa-Marie
 Iannitelli

 and Executive Vice President of Investor Relations

 Dr.
 Claude Stuart

 Dr.
 Narendra Kini

 Chairman,

 Tyler

 and Chief Legal Counsel

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.

 Lisa
Marie Iannitelli, Executive Vice President, Investor Relations and Director. Ms. Iannitelli has been the Company's
Executive Vice President, Investor Relations and a member of the Company's Board of Directors since November 23, 2021. Ms.
Iannitelli has been the CEO and President of Wentworth Capital Markets Inc. since January 2017. Prior to that, from October 2010 to
December 2018, Ms. Iannitelli was Director of Investor Relations & Business Development at The Delavaco Group. From March
2005 to August 2010, she was a Compliance Officer and then was an Investment Associate, at BMO Nesbitt Burns Inc. Ms. Iannitelli is
an executive director of Harthorne Capital, Inc.

 The
Company believes that Ms. Iannitelli is qualified to serve as a member of the Board of Directors due to her extensive investor relations
experience and experience assisting real estate companies to go public.

 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 in 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 31, 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 analysing the effects
of Dodd-Frank on the current mortgage marker. He was also a participant in the Fordham Criminal Defence 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."

 Name

 Age

 Titles

 Singh

 Director,
 Co-Chief Executive Officer

 Dr.
 Andrew E. Trumbach

 Director,
 Co-Chief Executive Officer and CFO

 Lisa-Marie
 Iannitelli

 and Executive Vice President of Investor Relations

 Tyler

 and Chief Legal Counsel

 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

 Presently,
our Board of Directors maintains a standing Audit Committee that does not yet satisfy Nasdaq's definition of independence. The
Company does not have a standing compensation or nominating committee. However, the full Board performs all the functions of a standing
compensation committee and nominating committee. The Board currently consists of six directors: Mr. Singh, Dr. Trumbach, Ms. Iannitelli,
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 Messrs. Trumbach, Stuart and Kini (Chairman). The Board has determined that Messrs. Stuart and Kini are independent,
and Dr. Trumbach is an "audit committee financial expert" as defined in SEC rules, although he is not independent. 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 department or person(s) having the equivalent responsibility and
functions.

 Because
the Company's common stock is quoted on OTCID, 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:

 review
 and approval of an annual business plan.

 review
 of a summary of risks and opportunities at meetings of the Board.

 review
 of business developments, business plan implementation and financial results.

 oversight
 of internal controls over financial reporting; and

 review
 of employee compensation and its relationship with our business plans.

 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.

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 info@awaysiscapital.com or write or telephone to the Company's corporate
offices:

 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, 2025, with the exception of three untimely Form 4s for each of Andrew Trumbach, Michael Singh,
and Lisa-Marie Ianetteli, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial
owners have been met.

 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

 Non-Equity

 Stock

 Incentive
 Plan

 All Other

 Name and Principal

 Salary

 Bonus

 Total

 Position

 Year(1)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 Michael Singh(2)

 2025

 -

 -

 -

 -

 -

 Co-CEO

 2024

 500,000
 (3)

 (4
)

 -

 -

 2,000,000

 Dr. Andrew Trumbach(5)

 2025

 -

 -

 -

 Co-CEO and Chief Financial

 Officer

 2024

 500,000
 (6)

 (4
)

 -

 -

 2,0500,000

 Lisa-Marie Iannitelli

 2025

 -

 -

 -

 -

 -

 -

 -

 Executive Vice President

 2024

 -

 -

 -

 -

 -

 -

 -

 Tyler Trumbach(7)

 2025

 200,000

 -

 -

 -

 -

 200,000

 Chief Legal Counsel

 2024

 200,000

 200,000

 -

 -

 -

 -

 400,000

 (1)
"2025" represents the fiscal year ended June 30, 2025, and "2024" represents the fiscal year ended June 30, 2024.

 (2) Mr.
Singh's salary for the 2024 fiscal year has been earned and paid subsequent to June 30, 2024, in lieu of cash through the issuance
of Common Stock of the Company. For 2024, Mr. Singh was issued an aggregate of 4,661,293 shares of our common stock in lieu of cash compensation,
at prices per share based on the closing price of the Company's common stock of between $0.2640 and $1.1920. Mr. Singh's
salary for 2025 has been earned but not paid as of the fiscal year end June 30,2025. See " Executive Employment Agreements –
Michael Singh " below.

 (3) On
April 1, 2024, Mr. Singh was issued 50,000,000 restricted shares of our common stock equal in value to $500,000 and at an assumed per
share value of par value, as a bonus for work performed for the fiscal year ended June 30, 2022.

 (4) The
executive was granted options to purchase 11,250,000 shares of Common Stock on February 13, 2023. No expense has been recorded under
ASC 718 as there is no compensation expense to be recognized. The expense for stock options is based on the fair value of the options
at the grant date and this fair value is determined to be zero.

 (5) Dr.
Trumbach's salary for the 2024 fiscal years has been earned and paid subsequent to June 30, 2024, in lieu of cash through the issuance
of Common Stock of the Company. For 2024, Dr. Trumbach was issued an aggregate of 4,661,293 shares of our common stock in lieu of cash
compensation, at prices per share based on the closing price of the Company's common stock of between $0.2640 and $1.1920. Dr.
Trumbach's salary for 2025 has been earned but not paid as of the fiscal year end June 30,2025. See " Executive Employment
Agreements – Dr. Andrew Trumbach " below.

 (6) On
December 5, 2023, Dr. Trumbach was issued 50,000,000 restricted shares of our common stock equal in value to $500,000 and at an assumed
per share value of par value, as a bonus for work performed for the fiscal year ended June 30, 2022.

 (7) Mr.
Trumbach's salary for the 2024 fiscal years has been earned and paid subsequent to June 30, 2024 in lieu of cash through the issuance
of Common Stock of the Company. For 2024, Mr. Trumbach was issued an aggregate of 1,232,174 shares of our common stock in lieu of cash
compensation, at prices per share based on the closing price of the Company's common stock of between $0.2640 and $1.1920. Mr.
Trumbach's salary for 2025 has been earned but not paid as of the fiscal year end June 30,2025. 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, 2025.

 Stock

 Equity

 Equity

 Incentive

 Incentive

 Plan

 Plan

 Awards:

 Awards:

 Market

 Number

 or Payout

 of

 Value of

 Number

 Market

 Unearned

 Unearned

 of

 value of

 Shares,

 Shares,

 Number of

 Number of

 Shares

 Shares

 Units or

 Units or

 Securities

 Securities

 or Units

 of Units

 Other

 Other

 Underlying

 Underlying

 of Stock

 of Stock

 Rights

 Rights

 Unexercised

 Unexercised

 That

 That

 That

 That

 Options

 Options

 Exercise

 Expiration

 Have Not

 Have Not

 Have Not

 Have Not

 Name

 Exercisable

 Unexercisable

 Price

 Date

 Vested

 Vested

 Vested

 Vested

 Michael Singh

 11,250,000

 -

 $
 0.32

 02/13/2033

 -

 -

 -

 -

 Andrew Trumbach

 11,250,000

 -

 $
 0.32

 02/13/2033

 -

 -

 -

 -

 Tyler Trumbach

 -

 -

 -

 -

 Lisa-Marie Iannitelli

 -

 -

 -

 -

 -

 -

 -

 -

 Executive
Employment Agreements

Singh

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.

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 September 1, 2022, through June 30, 2024.

 Mr.
Singh is also entitled to customary benefits and vacation, and 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 remains as Chairman
of the Board of Directors.

 Andrew

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.

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 September 1, 2022, through June 30,
2024.

 Dr.
Trumbach is also entitled to customary benefits and vacation, and 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.

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 Office 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, 2025.

 Mr.
Trumbach is also entitled to customary benefits and vacation, and 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.

 Equity
compensation was earned by our non-employee directors and issued in the aggregate amount of $48,000 during the fiscal year ended June
30, 2024. Equity compensation was earned by our non-employee directors and is pending issue in the aggregate amount of $48,000 during
the fiscal year ended June 30, 2025. 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,
2025:

 Fees

 Nonqualified

 earned

 Non-Equity

 Deferred

 or paid

 Stock

 Incentive Plan

 All Other

 Name

 in
 cash

 Earnings

 Total

 Dr. Claude Stuart(1)

 -

 $
 24,000

 -

 -

 -

 -

 $
 24,000

 Dr. Narendra Kini(1)

 -

 $
 24,000

 -

 -

 -

 -

 $
 24,000

 (1)
Such amount was earned during the fiscal year ended June 30, 2025, 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 November 5, 2025, 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 to 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 November 5, 2025. We calculated percentage ownership
in accordance with the rules of the SEC. The percentage of common stock beneficially owned is based on 411,298,600 shares outstanding
as of November 5, 2025. In addition, shares issuable pursuant to options or other convertible securities that may be acquired within
60 days of November 5, 2025, 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.

 Number of

Shares

 Percentage of

 Common Stock

 Beneficial
 Owner

 Beneficially
 Owned

 Beneficially
 Owned

 Harthorne Capital, Inc.(1)

 101,674,666

 26.15
 %

 Michael Singh

 125,321,153
 (2)(3)

 31.62
 %

 Andrew Trumbach

 125,321,153
 (2)(3)

 31.62
 %

 Lisa-Marie Iannitelli

 -
 (2)

 -
 %

 Claude Stuart(4)

 105,370

 *
 %

 Narendra Kini(5)

 105,370

 *
 %

 Tyler Trumbach(6)

 3,862,460

 1.00
 %

 All current directors and executive officers
 as a group (7 persons)

 356,390,172

 %

 *
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,
Dr. Trumbach and Ms. Iannitelli are Executive Directors of Harthorne. Each of Mr. Singh, Dr. Trumbach and Ms. Iannitelli 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. through December 1, 2023.

 (4)
Does not include $32,857 of equity compensation earned by Mr. Stuart but not yet issued.

 (5) Such
shares are owned indirectly through Lucky International Limited Corp., of which Mr. Kini has voting and dispositive control. Does not
include $32,857 of equity compensation earned by Mr. Kini but not yet issued.

 (6) Such
shares 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.

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

 The
Board intends to implement a 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 26% of the issued and outstanding
shares of Common Stock of the Company (not including their individual holdings).

 The
information in this section gives effect to the Reverse Split as described in " Recent Developments-Reverse Split ".

 As
of the fiscal years ended June 30, 2025 and 2024, Harthorne advanced and received a net amount of $84,871 and $599,537, 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.

 Tyler
Trumbach, a director of the Company and its Chief Legal Officer, performed certain general counsel and legal services for the Company
through The Law Offices of Tyler A. Trumbach, P.A., and in September 2022, received through his holding company River Rock Holdings,
Inc., 16,667 shares of the Company's Common Stock as payment in full for $50,000 of legal services provided by such firm. As of
June 30, 2025, Tyler Trumbach was issued through his holding company 3,529,127 shares of the Company's Common Stock in lieu of accrued
and unpaid cash compensation in the amount of $895,512.36 through June 30, 2024. Such shares were issued to Mr. Trumbach in September
2024.

 As
of June 30, 2025, Michael Singh and Andrew Trumbach were each issued 14,071,153 shares of the Company's Common Stock in lieu of accrued
and unpaid cash compensation in the amount of $3,469,664 through June 30, 2024. Such shares were issued to Mr. Singh and Dr. Trumbach
in September 2024.

 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. T he
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. 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 $6
per share.

November 15, 2024, and December 20, 2024, the Company borrowed an aggregate of $3,000,000, 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 from Chial Mountain, another affiliate of Mr. Singh,
and expects to use additional proceeds for other targeted acquisitions, and to further develop the Company's Awaysis Casamora Assets.

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 July 15, 2025, or the Company's up-listing to the NYSE American. The maturity date of the note is extended to November 30,2025.

 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. Additional
definitive documentation regarding the line of credit has not yet been negotiated or entered into; however, the Company expects the note
will be rolled into the definitive documents relating to the full line of credit once finalized and executed.

 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 an Agreement of Purchase and Sale dated December
31, 2024, and effective December 20, 2024. The agreement was amended on April 14, 2025. Under this agreement, as amended, Awaysis Belize,
acquired all outstanding shares of Chial Mountain and substantially all its assets on an "as is, where is" basis, including:
(i) all tangible and intangible property of Chial Mountain; and (ii) certain real property located in the Cayo District of Belize, totaling
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 plans 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

 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.

 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 October 10, 2025. The note is convertible into the common stock of the Company, in whole or in part, at the option of Dr. Trumbach
at any time prior to the maturity date, at an exercise price per share of $0.16. The maturity date of the note was extended to November 30. 2025.

 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.

 There
are no other familial relationships between any of our officers and directors.

 Samantha Singh, daughter of Michael Singh, our Co-CEO and a director, has
been contracted for marketing services through her company Lucid Marketing.

 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.

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:

 a
 director who is, or during the past three years was, employed by the company, other than prior employment as an interim executive
 officer (provided the interim employment did not last longer than one year);

 a
 director who accepted or has an immediate family member who accepted any compensation from the company in excess of $120,000 during
 any period of twelve consecutive months within the three years preceding the determination of independence (subject to certain exclusions,
 including, among other things, compensation for board or board committee service);

 a
 director who is an immediate family member of an individual who is, or at any time during the past three years was, employed by the
 company as an executive officer;

 a
 director who is, or has an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of,
 any organization to which the company made, or from which the company received, payments (other than those arising solely from investments
 in the company's securities or payments under non-discretionary charitable contribution matching programs) that exceed 5% of
 the organization's consolidated gross revenues for that year, or $200,000, whichever is more, in any of the most recent three
 fiscal years;

 a
 director who is, or has an immediate family member who is, employed as an executive officer of another entity where at any time during
 the most recent three fiscal years any of the issuer's executive officers serve on the compensation committee of such other
 entity; or

 a
 director who is, or has an immediate family member who is, a current partner of the company's outside auditor, or was a partner
 or employee of the company's outside auditor who worked on the company's audit at any time during any of the past three
 years.

 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, 2025, with management and have reviewed related written disclosures of Moore Belize LLP, our independent accountants of
the matters required to be discussed by SAS 114 (Codification of Statements on Auditing Standards, AU Section 380), 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, 2025.

 We
have also reviewed the various fees that we paid or accrued to our auditors, Moore Belize LLP during
the year ended June 30, 2025, and 2024 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, 2025, and 2024:

 2025

 2024

 Audit Fees

 $
 25,000

 $
 22,000

 Audit Related Fees

 $
 35,000

 $
 23,200

 Tax Fees

 $

 $

 All Other Fees

 $

 $

 Total

 $
 60,000

 $
 45,200

 Audit
fees consist of fees billed for professional services rendered for the audit of our financial statements that are normally provided by
the above auditor in connection with statutory and regulatory filings or engagements. Audit-related fees consist of fees billed for professional
services rendered for the review of SEC filings or review in quarterly reports and services that are normally provided by the above auditor
in connection with statutory and regulatory filings. 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.

 Exhibit

 Number

 Description
 of Document

 3.1

 Articles of Incorporation (12)

 3.2

 Certificate of Amendment of Certificate of Incorporation (12)

 3.3

 Certificate of Amendment to Articles of Incorporation (12)

 3.4

 By-Laws (12)

 4.1

 Description of the Company's securities

 10.1*

 2022 Omnibus Performance Award Plan (1)

 10.2

 Agreement of Purchase and Sale, dated as of April 15, 2022, by and between JV Group, Inc. and Curah Capital Corporation (2)

 10.3

 Agreement of Purchase and Sale, dated as of April 15, 2022, by and between JV Group, Inc. and Agorapyth X Corporation (2)

 10.4

 Agreement of Purchase and Sale, dated as of April 15, 2022, by and between JV Group, Inc. and Abraxas Corporation (2)

 10.5*

 Employment Agreement with Tyler Trumbach (3)

 10.6*

 Employment Agreement with Michael Singh (4)

 10.7*

 Employment Agreement with Andrew Trumbach (4)

 10.8*

 Restricted Stock Agreement with Michael Singh (4)

 10.9*

 Restricted Stock Agreement with Andrew Trumbach (4)

 10.10*

 Stock Option Agreement with Michael Singh (4)

 10.11*

 Stock Option Agreement with Andrew Trumbach (4)

 10.12*

 First Amendment to Employment Agreement with Michael Singh (5)

 10.13*

 First Amendment to Employment Agreement with Andrew Trumbach (5)

 10.14

 Demand Promissory Note dated June 30, 2022 with Curah Capital Corporation (6)

 10.15

 Demand Promissory Note dated June 30, 2022 with Abraxas Corporation (6)

 10.16

 Promissory Note with Harthorne Capital Inc. (7)

 10.17

 Promissory Note with BOS Investment Inc. dated November 15, 2024 (8)

 10.18

 Secured Promissory Note with BOS Investment Inc., dated December 1, 2024 (9)

 10.19

 Cost-Plus Construction Contract, dated November 30, 2022, between R&B Construction Company Limited, and Awaysis Belize Ltd. (16)

 10.20

 Commercial Lease (Casino) dated September 1, 2024, by and between Awaysis Casamora Limited and American Services and Technology LLC (16)

 10.21

 Commercial Lease (Administration) dated September 1, 2024, by and between Awaysis Casamora Limited and American Services and Technology LLC (16)

 10.22

 Form of Hospitality Occupancy Management Service Agreement (16)

 10.23

 Form of Residential Lease for Single Family Home and Duplex (12)

 10.24

 Agreement of Purchase and Sale, entered into on December 31, 2024 (10)

 10.25

 Stock Purchase and Sale Agreement, entered into on December 31, 2024 (10)

 10.26

 Secured Promissory Note with Michael Singh, entered into on December 31, 2024 (10)

 10.27

 Senior Convertible Promissory Note with Michael Singh, entered into on December 31, 2024 (10)

 10.28

 Agreement, dated December 5, 2024, between Ewigi Liabi Ltd. and Chial Mountain Ltd. (16)

 10.29

 Assignment of Land Purchase Contract, dated January 30, 2025 (16)

 10.30

 Amendment to Agreement of Purchase and Sale and First Secured Promissory Note, executed April 14, 2025 (11)

 10.31

 Convertible Promissory Note with Andrew Trumbach (13)

 10.32

 Second Amendment to Secured Promissory Note, executed June 30, 2025, between Awaysis Capital, Inc. and BOS Investments Belize, Inc. (14)

 10.33

 Third Amendment to Secured Promissory Note, executed July 31, 2025, between Awaysis Capital, Inc. and BOS Investments Belize, Inc. (15)

 10.34

 Second Amendment to Agreement of Purchase and Sale and First Secured Promissory Note and Second Convertible Promissory Note, executed October 28, 2025

 10.35

 Fourth Amendment to Secured Promissory Note, executed October 28, 2025, between Awaysis Capital, Inc. and BOS Investments Belize, Inc.

 14.1

 Code of Business Conduct and Ethics (6)

 21.1

 Subsidiaries of the Registrant (16)

 31.1

 Certification Pursuant to Securities Exchange Act Rule 13(a)-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 Certification Pursuant to Securities Exchange Act Rule 13(a)-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1

 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2

 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *

 Indicates
 Management contract or compensatory plan or arrangement

 (1)

 by reference from Appendix B of the Information Statement on Schedule 14C filed with the SEC on March 4, 2022.

 (2)

 by reference from the exhibit included in the Company's Current Report on Form 8-K filed with the SEC on April 21, 2022.

 (3)

 by reference from the exhibit included in the Company's Current Report on Form 8-K filed with the SEC on July 29, 2022.

 (4)

 by reference from the exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

 (5)

 by reference from the exhibits included in the Company's Current Report on Form 8-K filed with the SEC on August 7, 2024.

 (6)

 by reference from the exhibit included in the Company's Annual Report for the fiscal year ended June 30, 2022.

 (7)

 by reference from the exhibits included in the Company's Current Report on Form 8-K/A filed with the SEC on August 7, 2024.

 (8)

 by reference from the exhibit included in the Company's Current Report on Form 8-K filed with the SEC on November 19, 2024.

 (9)

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

 (10)

 by reference from the exhibit included in the Company's Current Report on Form 8-K filed with the SEC on January 7, 2025.

 (11)

 by reference from the exhibit included in the Company's Current Report on Form 8-K filed with the SEC on April 18, 2025.

 (12)

 by reference from the exhibit included in the Company's Amendment No. 1 to the Annual Report for the fiscal year ended June
 30, 2024.

 (13)

 by reference from the exhibit included in the Company's Current Report on Form 8-K filed with the SEC on May 23, 2025.

 (14)

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

 (15)

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

 (16)

 Incorporated by reference from the exhibit included in the registration Statement on Form S-1 of the Company (Registration No. 333-275922)

 Item
16. Form 10-K Summary.

 None

 SIGNATURES

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.

 AWAYSIS
 CAPITAL, INC.

 /s/
 Michael Singh

 Singh

 Co-Chief
 Executive Officer

 Dated:

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.

 Signature

 Title

 Date

 /s/
 Michael Singh

 Co-CEO

 Singh

 (Co-Principal
 Executive Officer)

 /s/
 Andrew Trumbach

 Co-CEO
 and Chief Financial Officer and Director

 Andrew

 (Co-Principal
 Executive Officer and Financial and Accounting Officer)

 /s/
 Lisa-Marie Iannitelli

 Executive
 Vice President and Director

 Lisa-Marie
 Iannitelli

 /s/
 Claude Stuart

 Claude
 Stuart

 /s/
 Narendra Kini

 Chairman,

 Narendra
 Kini

 /s/
 Tyler Trumbach

 Chief
 Legal Counsel and Director

 Tyler

to Consolidated Financial Statements

 Audited
 Consolidated Financial Statements

 Report
 of Independent Registered Public Accounting Firm (Moore Belize LLP - PCAOB #: 6999)

 Balance Sheets as of June 30, 2025 and 2024

 Statements of Operations for the Years Ended June 30, 2025 and 2024

 Statements of Changes in Stockholders' Equity For the Years Ended June 30, 2025, and 2024

 Statements of Cash Flows for the Years Ended June 30, 2025 and 2024

 Notes
 to Consolidated Financial Statements

 F- 1

 Moore
 Belize LLP

 New
 Horizon Building

 Miles Philip S. W.

 Goldson
 Hwy

 Belize
 City, Belize

 T
 +501 223 2144

 T
 +501 223 2139

 E
 r.magana@moore-belize.bz

 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, 2025
and June 30, 2024, 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, 2025
and June 30, 2024, 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 audit. 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 audit 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
audit 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

 November
14, 2025

 Reynaldo
Maga a 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.

 F- 2

 (formerly
known as JV Group, Inc.)

Balance Sheet

 June

 June

 ASSETS

 Current
 assets

 Cash

 $
 220,909

 $
 745,991

 Accounts
 receivable

 -

 4,284

 Prepaid
 expenses

 1,750

 2,931

 Inventory

 11,333,857

 10,594,936

 Due
 from related parties

 70,965

 -

 Mortgage
 receivable

 515,076

 -

 Other
 current assets

 21,058

 -

 Total
 current assets

 12,163,615

 11,348,142

 Non-current
 assets

 Fixed
 assets, net

 5,116,264

 853,940

 Other non-current assets

 19,500

 19,500

 lease right-of-use asset

 189,401

 261,564

 Total
 non-current assets

 5,325,165

 1,135,004

 Total
 Assets

 $
 17,488,780

 $
 12,483,146

 Liabilities
 and Stockholders' Equity

 Current
 liabilities:

 Accounts
 payable

 362,688

 98,200

 Other
 current liabilities

 293,307

 64,356

 Accrued
 expenses

 233,556

 11,000

 Current
 portion of lease liability

 90,588

 89,003

 Due
 to related parties

 1,855,948

 653,417

 Other
 current liabilities

 1,855,948

 653,417

 Note payable – related parties

 1,500,000

 -

 Convertible
 notes payable - related parties

 1,837,278

 Line
 of credit – related parties

 3,240,939

 -

 Notes
 payable

 2,596,378

 2,600,000

 Total
 current liabilities

 12,010,682

 4,615,976

 lease liabilities

 107,749

 182,649

 Total
 non-current liabilities

 107,749

 182,649

 Total
 liabilities

 12,118,431

 4,798,625

 Stockholders'
 equity:

 Preferred
 stock - 25,000,000 shares authorized $ 0.01 par value none issued and outstanding at June 30, 2025 and June 30, 2024, respectively

 -

 -

 Common
 stock - 1,000,000,000 shares authorized $ 0.01 par value issued and outstanding common shares at June 30, 2025 and June 30, 2024 were
 385,176,744 and 383,958,598, respectively

 3,851,768

 3,839,586

 Common
 stock subscribed - $ 0.01 par value subscribed common shares at June 30, 2025 and June 30, 2024 were 943,000 and 943,000, respectively

 9,430

 9,430

 Additional
 paid-in capital

 17,783,460

 17,384,873

 Accumulated
 deficit

 ( 15,331,309
)

)

 Subscription
 receivable

)

)

 Total
 stockholders' equity

 5,370,349

 Total
 liabilities and stockholders' equity

 17,488,780

 12,483,146

 See
notes to audited consolidated financial statements

 F- 3

 (formerly
known as JV Group, Inc.)

Statements of Operations

 Year
 Ended

 Year
 Ended

 June

 June

 Revenue

 $
 441,059

 $
 50,674

 expenses

 Sales
 and marketing

 189,339

 36,675

 General
 and administrative

 2,951,243

 7,037,957

 Total
 operating expenses

 3,140,582

 7,074,632

 Loss
 from operations

 ( 2,699,523
)

 ( 7,023,958
)

 Other
 (income) expense

 Other
 income

 ( 24,136
)

 ( 192
)

 Other
 expense

 1,000

 -

 expense

 48,554

 11,000

 Loss
 on asset

 -

 22,145

 Total
 other (income) expense

 25,418

 32,953

 Net
 loss before income taxes

)

)

 Income
 taxes

 -

 -

 Net
 loss

 $
)

 $
)

 Basic
 and diluted per common share amounts:

 Basic
 and diluted net loss

 $
 ( 0.01
)

 $
 ( 0.02
)

 Weighted
 average number of common shares outstanding (basic and diluted)

 376,224,443

 292,965,978

 See
notes to audited consolidated financial statements

 F- 4

 (formerly
known as JV Group, Inc.)

Statements of Changes in Stockholders' Equity

 For
the Years Ended June 30, 2025, and 2024

 Common Stock Shares

 Common Stock Par Value

 Common Stock Subscribed

 Subscription Receivable

 Additional Paid-in Capital

 Accumulated Deficit

 Total

 Balance, June 30, 2023

 253,170,053

 $

 2,522,271

 $

 9,430

 $

)

 $

 9,844,510

 $

 ( 5,549,457

)

 $

 5,883,754

 Shares issued for professional Services

 3,589,239

 35,891

 -

 -

 882,457

 -

 918,348

 Director equity compensation

 28,142,306

 281,423

 -

 -

 6,657,907

 -

 6,939,330

 Shares issued at $.01 for Director Bonus

 100,000,000

 1,000,000

 -

 -

 -

 -

 1,000,000

 Shares issued

 100,000,000

 1,000,000

 -

 -

 -

 -

 1,000,000

 Net Income (Loss)

 -

 -

 -

 -

 -

)

)

 Balance, June 30, 2024

 384,901,598

 $

 3,839,585

 $

 9,430

 $

)

 $

 17,384,874

 $

)

 $

 Balance, June 30, 2024

 384,901,598

 $

 3,839,585

 $

 9,430

 $

)

 $

 17,384,874

 $

)

 $

 384,901,598

 $

 3,839,585

 $

 9,430

 $

)

 $

 17,384,874

 $

)

 $

 Shares issued for professional Services

 467,333

 4,674

 -

 -

 243,844

 -

 248,518

 Shares issued

 750,813

 7,509

 -

 -

 154,742

 -

 162,251

 Net Income (Loss)

 -

 -

 -

 -

 -

)

)

 Balance, June 30, 2025

 386,119,744

 $

 3,851,768

 $

 9,430

 $

)

 $

 17,783,460

 $

 ( 15,331,309

)

 $

 5,370,349

 386,119,744

 $

 3,851,768

 $

 9,430

 $

)

 $

 17,783,460

 $

 ( 15,331,309

)

 $

 5,370,349

 See
notes to audited consolidated financial statements

 F- 5

 (Formerly
JV Group, Inc.)

Statements of Cash Flows

 Year
 End

 Year
 End

 June

 June

 CASH
 FLOWS FROM OPERATING ACTIVITIES:

 Net
 loss

 $
)

)

 Adjustments
 to reconcile net loss to net cash used in operating activities:

 Depreciation

 $
 113,663

 30,139

 Loss
 on write-off of asset

 $
 -

 22,145

 expense

 $
 48,554

 11,000

 Stock
 based compensation

 $
 248,518

 8,857,679

 Restricted
 stock awards

 $
 162,251

 -

 Amortization
 of operating lease right-of-use asset

 $
 72,163

 67,412

 Changes
 in operating assets and liabilities:

 (Increase)
 decrease in accounts receivable

 $
 ( 149,636
)

 ( 4,284
)

 (Increase)
 decrease in prepaid expenses

 $
 1,181

 14,270

 (Increase)
 decrease in inventory expenses

 $
 ( 3,769,862
)

 728,289

 (Increase) decrease in other current assets

 $
 ( 21,058

)

 -

 (Increase)
 decrease in escrow deposit – real estate

 $
 -

 ( 5,000
)

 (Increase) decrease in due from related party

 $
 ( 70,965

)

 -

 (Increase) decrease in mortgage receivable

 $
 ( 515,076

)

 -

 (decrease) in due to related parties

 $
 1,202,531

 ( 2,180,906
)

 (decrease) in accounts payable

 $
 264,488

 53,340

 (decrease) in other current liabilities

 $
 228,951

 ( 54,504
)

 (decrease) in other accrued expenses

 $
 174,003

 -

 (decrease) in operating lease liabilities

 $
 ( 73,315
)

 20,439

 Net
 cash provided by/(used in) operating activities

 $
 ( 4,808,550
)

 503,108

 CASH
 FLOWS FROM INVESTING ACTIVITIES:

 Purchase
 of fixed assets

 $
 ( 1,042,124
)

 ( 2,554
)

 Asset
 put into service

 $
 -

 ( 856,491
)

 Sale
 of fixed assets

 $
 -

 1,849

 Net
 cash used in investing activities

 $
 ( 1,042,124
)

 ( 857,196
)

 CASH
 FLOWS FROM FINANCING ACTIVITIES:

 Proceeds
 from related party notes payable

 $
 1,350,997

 -

 Proceeds from related party convertible notes payable

 $
 737,278

 Proceeds from related party line of credit

 $
 3,240,939

 -

 Payment
 of note payable

 $
 ( 3,622
)

 -

 Net
 proceeds from sale of equity

 $
 -

 -

 Net
 cash provided by/(used in) financing activities

 $
 5,325,592

 Net
 change in cash

 $
 ( 525,082
)

 745,912

 Cash
 - beginning of year

 $
 745,991

 Cash
 - end of year

 $
 220,909

 745,991

 Supplemental disclosures of cash flow information

 Non-cash investing and financing activities:

 The company acquired fixed assets at a value of $ 153,920
for payment of renovations in exchange for rental income as a non-cash transaction and is not included in the investing or finance sections
of the cash flow statement.

 During the fiscal year ended June 30,2025, the Company
had a non-cash transfer from inventory to property placed into service in the amount of $ 3,179,943.

 See
notes to audited consolidated financial statements

 F- 6

 Notes
to the Consolidated Financial Statements

 1.
 NATURE OF OPERATIONS

 Nature
of Business

Capital, Inc. (formerly known as JV Group, Inc.), a Delaware corporation, ("Awaysis", "JV Group", "the
Company", "we", "us" or "our') is a public operating company with its common stock quoted on
OTCID. We are a vacation rental company focused on acquisition, construction, selling and managing rentals of residential vacation home
communities in desirable travel destinations. We seek to create value through the targeting and acquisition, development, and up-cycling,
rebranding, and repositioning of currently undervalued residential/resort communities in global travel destinations, with the intention
to relaunch these assets under the "Awaysis" brand with the goals of creating a network of residential and resort enclave
communities that will optimize revenues, providing attractive returns to investors and exceptional vacation experiences to travelers.

 Company
History

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

 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, the Company's common stock was quoted on OTCID
under the new symbol.

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

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

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

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

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

 The
Company's principal executive office is located at 3400 Lakeside Drive, Suite 100, Miramar, FL 33027 and its main number is 855-795-3377.
The Company's website address is www.awaysisgroup.com.

 2.
 SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
summary of significant accounting policies is presented to assist in the understanding of the consolidated financial statements. These
policies conform to GAAP and have been consistently applied. The Company has selected June 30 as its financial year end.

 Principals
of Consolidation

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

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

 On
December 20, 2024, the Company completed the acquisition of certain assets of Chial Mountain Limited. Upon evaluation in accordance with
ASC 805, Business Combinations, management determined that the acquired set of activities and assets did not include substantive
processes and therefore did not meet the definition of a business. As such, the transaction was accounted for as an asset acquisition.

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

 Purchase
Price Allocation to Assets Acquired and Liabilities Assumes

 Schedule
of Purchase Price Allocation to Assets Acquired and Liabilities Assumes

 Asset
 Class

 Cash

 18,699

 Inventories

 533,050

 Mortgage receivable

 499,437

 Property and equipment

 739,221

 Site development

 951,850

 Land

 1,641,660

 Escrow
 deposit

 81,498

 Total
 asset Acquired

 4,465,415

 Due
 to related parties

 4,465,415

 Net assets
 acquired

 -

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

 The
notes are secured by first priority liens on substantially all of the assets of the Company and contain customary events of default,
which entitle Mr. Singh, among other things, to accelerate the due date of the unpaid principal and accrued and unpaid interest to the
extent applicable.

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

 Use
of Estimates

 The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 F- 7

 Cash
and Cash Equivalents

 We
maintain cash balances in a non-interest-bearing account and unrestricted cash in escrow that currently does not exceed federally insured
limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered
to be cash equivalents. The Company will hold payments made by guest in advance of reservations in a restricted escrow account until
the rescission period expires in accordance with U.S. state regulations.

 Fair
Value Measurements

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

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

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

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

 Our
financial accounts consist of prepaid expenses, accounts payable, accounts payable due to related parties and note payable. The carrying
amount of our prepaid expenses, accounts payable, accounts payable - related party and note payable - related party approximate their
fair values because of the short-term maturities. Related party notes payable are non-interest-bearing and payable on demand; therefore, their carrying amounts also
approximate fair value.

 Related
Party Transactions

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

 Fixed
Assets

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

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

 Capitalization
of Construction Costs Ceases after Substantial Completion

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

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

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

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

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

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

 Leases

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

 F- 8

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

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

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

 As
of the fiscal year ended June 30, 2025, we were party to an operating lease agreement which commenced during the fiscal year ended June
30, 2023. See Note 14 below for details of lessee leases.

 Beneficial
Conversion Features

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

 As
the convertible loan was approved by the Board of Directors of the Company on June 26, 2024, the retrospective impact of this adoption
affects the financials for the year ended June 30, 2024. The financial impact is removing the discount on the beneficial conversion feature
and the related amortization from the liability and equity section of the financial statements for the year ended June 30, 2024. See
Note 12 below for details.

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

 Foreign
Currency

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

 Income
Taxes

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

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

 F- 9

 The
estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying
balance sheets, as well as tax credit carrybacks and carryforwards. The Company periodically reviews the recoverability of deferred tax
assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

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

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

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

 Revenue
Recognition

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

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

 Step
1: Identify the contract(s) with customers

 Step
2: Identify the performance obligations in the contract

 Step
3: Determine the transaction price

 Step
4: Allocate the transaction price to performance obligations

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

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

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

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

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

 Other
Services

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

 F- 10

 Inventory

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

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

 Impairment
Testing (ASC 330)

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

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

 Financial
Instruments

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

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

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

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

 The
carrying amounts of financial instruments including cash, accounts payable and notes payable approximated fair value as of June 30, 2024,
and 2023 due to the relatively short maturity of the respective instruments.

 Advertising
and Marketing Costs

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

 Stock
Based Compensation

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

 Net
Loss per Share Calculation

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

 F- 11

 Recently
Issued Accounting Pronouncements

 As
of June 30, 2025, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these
pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting
pronouncements has had or will have a material impact on the Company's consolidated financial statements, except for following:

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

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

 3.
 CASH

 As
of June 30, 2025, our cash balance was $ 220,909 and as of June 30, 2024 our cash balance was $ 745,991.

 4.
 ACCOUNTS RECEIVABLE

 As
of June 30, 2025 and June 30, 2024, the balance of accounts receivable was $ 0 and $ 4,284, respectively, and related primarily to
rents owed by tenants.

 5.
 INVENTORY

 As
of June 30, 2025, our inventory of real estate under construction was $ 11,333,857
and as of June 30, 2024 our inventory balance was $ 10,594,936

 6.
 FIXED ASSETS

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

 SCHEDULE OF FIXED ASSETS

 Useful
 Lives

 June

 June

 Property placed
 into service

 years

 $
 4,515,905

 $
 856,491

 Building improvements

 years

 256,105

 -

 Site developments

 years

 408,558

 -

 Vehicles

 years

 38,125

 -

 Computer and equipment

 years

 21,517

 8,782

 Furniture and fixtures

 years

 16,067

 15,017

 Software

 years

 6,536

 6,536

 Total fixed assets, gross

 6,536

 6,536

 Less
 depreciation and amortization

 ( 146,549
)

 ( 32,886
)

 Total
 fixed assets, net

 $
 5,116,264

 853,940

 The
Company recorded depreciation and amortization expense of approximately $ 113,663 for the year ended June 30, 2025, and $ 30,139 for the
year ended June 30, 2024, respectively.

 F- 12

 7.
 MORTGAGE NOTES RECEIVABLE

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

 Terms
of the Notes:

 Principal
Amounts: $ 499,933

rates: 7 % per annum

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

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

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

 Accounting
Treatment

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

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

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

 8.
 INCOME TAXES – DEFERRED TAX ASSET

 Income
Tax Expense

 For
the fiscal year ended June 30, 2025, the Company recorded no current or deferred income tax expense.

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

 In
accordance with ASC 740, Accounting for Income Taxes, deferred tax assets are recognized only to the extent that realization of such
assets is more likely than not. In evaluating the realizability of its deferred tax assets, the Company considered both positive and
negative evidence, including cumulative historical losses and the absence of objectively verifiable sources of future taxable income.
Based on this evaluation, management concluded that it is not more likely than not that the deferred tax assets will be realized at this
time.

 Accordingly,
the Company has recorded a full valuation allowance against its deferred tax assets, resulting in no net deferred tax asset recognized
in the consolidated financial statements for the fiscal year ended June 30, 2025.

 The
Company will continue to assess the realizability of its deferred tax assets at each reporting date and will adjust the valuation allowance
in future periods if evidence becomes available that indicates it is more likely than not that some portion of the deferred tax assets
will be realized.

 Valuation
Allowance Roll forward

 SCHEDULE
OF VALUATION ALLOWANCE ROLL FORWARD

 Component

 June 30, 2025

 Net operating loss carryforwards

 $
 14,368,692

 Gross deferred tax asset

 $
 3,017,425

 Less: Valuation allowance

 $
 ( 3,017,425
)

 Net deferred tax asset recognized

 $

 9.
 OTHER NON- CURRENT ASSETS

 Other
non-current assets consist of escrow deposit – real estate and security deposit. The balance of other non-current assets as of
June 30, 2025, and 2024 was $ 19,500
and $ 19,500,
respectively. As of June 30, 2025 and June 30,2024, the balance consisted of security deposit of $ 14,500,
and an escrow deposit- real estate of $ 5,000.

 10.
 ACCOUNTS PAYABLE

 As
of June 30, 2025, and 2024, the balance of accounts payable was $ 362,688 and $ 98,200, respectively, and related primarily to expenses
relating to SEC filings, outstanding legal expenses, share transfer expenses and construction on Awaysis Casamora.

 11.
 OTHER CURRENT LIABILITIES

 Other
current liabilities consist of business and hospitality tax payables, a security deposit liability, payroll liabilities, and Chial Reserve
Escrow Deposit payables and Chial Reserve homeowners' maintenance fees. The balance of other current liabilities as of June 30,
2025, and 2024 was $ 293,307 and $ 64,356, respectively,

 As
of June 30, 2025 the balance consisted of payroll for non-related parties of $ 133,548,
Chial's escrow deposit payable of $ 125,000
related to a deposit made in connection with the sale and purchase agreement of a villa and surrounding property, security deposit
liabilities of $ 16,000,
due to non-related parties of $ 13,607, Chial's homeowners revenue and maintenance fees of $ 3,095,
hospitality tax of $ 2,021, and
business tax payable of $ 36.
As of June 30, 2024, the balance consisted of payroll for non-related parties of $ 62,197,
security deposit liability of $ 1,700,
and hospitality tax of $ 459.

 12.
 ACCRUED EXPENSES

 As
of June 30, 2025, and 2024, the balance of accrued expense was $ 233,556
and $ 11,000,
respectively, and related to accrued interest and fiscal year 2025 audit fees. In prior year, accrued interest was reported in current liabilities. It has been
reported separately for the year ended June 30, 2025.

 13.
 DUE TO RELATED PARTIES

 As
of June 30, 2025, and 2024, the balance of due to related parties was $ 1,855,948, and $ 653,417, respectively, and related to both costs
paid on behalf of the Company and funding to the Company provided by Harthorne Capital, Inc, an affiliate of the Company, and other related
party members. As of June 30, 2025, and 2024, the balance also includes all salary and payroll accruals for the Company's development
and administrative teams.

 14. NOTES PAYABLE – RELATED PARTIES

 As of June 30,2025 and 2024, the balance of
notes payable – related parties was $ 1,500,000 and $ 0. On
December 20, 2024, the Company executed a due on demand note payable to Michael Singh for the purchase of the stocks of Awaysis
Belize LTD and Chial Mountain Limited in the amount of $ 1,500.000 The
balance of this note as of June 30, 2025, is $ 1,500,000 and
bears no interest. On October 28, 2025, the Company amended the maturity date to the earlier of November 30, 2025, or the up-listing
of the Company to the NYSE American.

 15.
 CONVERTIBLE NOTES PAYABLE – RELATED PARTIES

 As
of June 30, 2025, and 2024, the balance of convertible notes payable – related party was $ 1,837,278, and $ 1,100,000, respectively.

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

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

 On
May 21, 2025, the Company entered into a Convertible Promissory Note 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 all fees, costs and expenses then due under the note, on October 10, 2025.
The note is convertible into the common stock of the Company, in whole or in part, at the option of Dr. Trumbach at any time prior
to its maturity date, at an exercise price per share of $ 0.16.
The Company is using the proceeds from the loan for working capital and general corporate purposes. The maturity date of the note was extended to November 30, 2025.

 F- 13

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

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

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

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

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

 After
the adoption of ASU 2020-06, the balance of the convertible note payable is $ 1,100,000 as of June 30, 2025 and June 30, 2024.

 SCHEDULE OF RESTATED BALANCE SHEET

 Sheet

 Sheet at

 Adoption
 of

 June
 30,2024

 June

 ASU
 2020-06

 Restated

 Adjustments

 Sheet

 Convertible
 note payable - related party, net of discount

 36,565

 1,063,435

 Total
 current liabilities

 3,552,541

 1,063,435

 4,615,976

 Total
 liabilities

 3,735,190

 1,063,435

 4,798,625

 Additional paid in capital

 18,484,873

 ( 1,100,000
)

 17,384,873

 Accumulated
 deficit

 ( 12,642,933
)

 36,565

)

 Total
 stockholders' equity

 8,747,956

 ( 1,063,435
)

 Total
 liabilities and stockholders' equity

 12,483,146

 12,483,146

 Income
 Statement

 Interest Expense

 47,565

 36,565

 11,000

 Net loss

 ( 7,093,476
)

 36,565

)

 16.
 LINE OF CREDIT PAYABLE – RELATED PARTY

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. The Line of Credit has an outstanding principal balance of $ 3,240,939 at June 30, 2025, and bears interest at 3.5
percent per annum.

 On
April 22, 2025, the parties entered into an amendment to the Secured Promissory Note, to provide that principal and interest shall be
due on June 1, 2025.

 On August 31, 2025, the parties entered into an amendment to the Secured Promissory Note, to provide that principal
and interest shall be due November 30, 2025.

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

 17.
 NOTES PAYABLE

 The
Company has notes payable as of June 30, 2025, and 2024 in the amount of approximately $ 2,596,378 and $ 2,600,000, respectively.

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

 F- 14

 18.
 OPERATING LEASES - LESSEE

 The
Company has an operating lease for office space, with a term of 5 years. As of June 30, 2025, the Company did not have any
additional material operating leases that were entered into, but not yet commenced. The maturity schedule of future minimum lease
payments under operating leases and the reconciliation to the operating lease liabilities reported on the

Balance Sheets was as follows:

 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

 June

 2026

 90,588

 2027

 92,220

 Thereafter

 31,113

 Total operating lease payments

 213,921

 Present
 value adjustment

 ( 15,584
)

 Total
 operating lease liabilities

 $
 198,337

 The
total operating lease liability amount consists of current and long-term portion of operating lease liabilities of $ 90,588 and $ 107,749,
respectively.

lease costs were $ 87,851 and $ 87,851 for the year ended June 30, 2025 and the year ended June 30, 2024, respectively.

 The
following table summarizes the weighted-average remaining lease term and weighted-average discount rate related to the Company's
operating leases as of June 30, 2025:

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

 June

 Weighted-average
 remaining lease term, years

 2.3

 Weighted-average discount
 rate, %

 7.0
 %

 19.
 COMMITMENTS & CONTINGENCIES

 Legal
Proceedings

 We
were not subject to any legal proceedings during the year ended June 30, 2025, and, to the best of our knowledge, no legal proceedings
are pending or threatened.

 Purchase
Commitments

 We
were not party to any purchase commitments during the year ended June 30, 2025.

 F- 15

 20.
 STOCKHOLDERS' EQUITY (DEFICIT)

 Preferred
Stock

 As
of June 30, 2024, we were authorized to issue 25,000,000 shares of preferred stock with a par value of $ 0.01.

 No
shares of preferred stock were issued and outstanding during the fiscal years ended June 30, 2025 or 2024.

 Common
Stock

 As
of June 30, 2025, we were authorized to issue 1,000,000,000 shares of common stock with a par value of $ 0.01, of which 385,176,744 shares
of common stock were issued and outstanding and 943,000 shares of common stock were subscribed, contractually obligated and committed
to be issued but not yet issued.

the fiscal year ended June 30, 2025, the Company issued 1,218,146 common shares in the amount of $ 410,769, From this amount, the Company
issued 467,333 shares for payment of professional services in the amount of $ 248,518, and issued 750,813 restricted stock shares in the
amount of $ 162,251.

 Stock-based compensation of $ 248,518 and $ 8,857,679
was issued for services during the fiscal years ended June 30, 2025, and 2024, respectively, and is included in the General and Administrative
expenses in the Consolidated Statements of Operations.

 As
of June 30, 2025, the Company has entered into subscription agreements with investors in a private offering, for 943,000 shares, at a
price per share of $ 1.00 for $ 943,000, and has a subscription receivable in the Consolidated Balance Sheet.

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

 On
June 26, 2024, the Board passed a resolution to allow the officers of the Company and certain other parties to convert their unpaid salaries
or other compensation to equity compensation, The company converted salaries and other compensation totalling $ 6,939,330 into an aggregate of 28,142,306 shares of common stock. The issuance of such shares was effected
subsequent to June 30, 2024.

 The
Company has the following potentially dilutive debt or equity instruments which were issued or outstanding as of the year ended June
30, 2025, or for the year ended June 30, 2024:

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

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

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

 The
Company has not declared or paid any dividends or returned any capital to common stock shareholders as of June 30, 2025, and 2024.

 In periods where the Company reports a net loss, all
potentially dilutive securities – including stock options and convertible notes – are anti-dilutive and therefore excluded
from the calculation of diluted loss per share.

 F- 16

 Warrants

 No
warrants were issued or outstanding during the twelve months ended June 30, 2025, or 2024.

 Stock
Options

 The
Company has adopted the 2022 Omnibus Performance Award Plan in February 2022 (the "Plan"). The Plan authorizes the granting
of 19,775,931 of the Company's Common Stock. No stock options under the Plan were issued or outstanding during the twelve months
ended June 30, 2025 or 2024.

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

 21.
 REVENUE

the fiscal year ended June 30, 2025, and June 30, 2024, the Company earned revenue of $ 441,059 and $ 50,674,
respectively. Of this revenue, $ 322,811,
was recognized from rental income, $ 89,890 was earned from commission, and $ 28,357 is from Management Fees.

 22.
 SALES AND MARKETING EXPENSES

 Advertising
expenses amounted to approximately $ 189,339 and $ 36,675 as of June 30, 2025, and June 30, 2024, respectively, consisting of marketing
and support of our products and services, promotional and public relations expenses and management and administration expenses in support
of sales and marketing.

 23.
 GENERAL AND ADMINISTRATIVE EXPENSES

the fiscal years ended June 30, 2025, and 2024, we incurred general and administrative expenses of $ 2,951,243 and $ 7,037,957, respectively,
consisting of audit 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 offering and compliance expenses. The year ended
June 30,2024 general and administrative expense is higher than the year ended June 30,2025 due to salary bonus provided as of June 30,2024,
and audit and accounting fees related to a re-audit of 2021 and 2022 financial statements.

 24.
 OTHER (INCOME) EXPENSE

the fiscal years ended June 30, 2025 and 2024, we incurred other income and expenses of $ 25,418 and $ 32,953,
respectively, representing the net effect of other income of mortgage interest income and foreign exchange gains, offset by foreign exchange
losses and interest expense.

 25. NET LOSS

 During the fiscal year ended June
30, 2025, and 2024, we recognized net losses of $ ( 2,724,941)
and $ ( 7,056,911),
respectively. These losses were primarily attributable to accounting, marketing, legal, filing fees and transfer agent fees to
sustain the corporate existence of the Company and public company-related expenses, and the continued transition from being a shell
company to an operating company. The decrease in net loss in fiscal year 2024 compared to fiscal year 2025 was a result of increased
revenue income with the addition of Chial Mountain Limited and a lower annual salary expense due to a salary bonus of $ 4,400,000
accrued in fiscal year 2024.

 26.
 SUBSEQUENT EVENTS

 The
Company evaluated subsequent events after June 30, 2025, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance
of these financial statements and has determined the following subsequent events are required to be disclosed:

 Amendment
to Chial Purchase Agreement

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

 As of the date the financial statements were issued, the
appraisal and any related purchase price adjustment had not been finalized. Accordingly, no adjustment has been made to the carrying amounts
of the related assets or liabilities as of June 30, 2025. Management will evaluate the outcome of the appraisal and any resulting modification
to the purchase price in the period in which it becomes known.

 Amendment
to Maturity Date of Promissory Notes

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

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

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

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

 On September 16, 2025, the
Company amended the maturity date of the $ 1.1 million convertible bridge loan to the Company by Harthorne, dated June 26,2024 bearing
an annual interest rate of 12 % to November 30, 2025.

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

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

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