SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Sep. 30, 2025

Accounting Policies [Abstract]

Basis of Presentation

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

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

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 priority liens on substantially all of the assets of the Company and contain customary events of default, which entitles 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

Use of Estimates

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

Cash and Cash Equivalents

Cash and Cash Equivalents

We maintain cash balances in a non-interest-bearing account and unrestricted cash in escrow that currently does not exceed federally insured limits. For the 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

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 parties and note payable - related parties 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

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

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

Leases

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

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

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

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

As of September 30, 2025, we were party to an operating lease agreement which commenced during the fiscal year ended June 30, 2023. See Note 17 below for details of lessee leases.

Beneficial Conversion Features

Beneficial Conversion Features

SU 2020-06 simplifies the accounting for convertible instruments by eliminating several separation models, including the model that required issuers to separately recognize beneficial conversion features (“BCFs”) and cash conversion features in equity. Under legacy ASC 470-20 guidance, a BCF was recognized when the conversion price of a convertible instrument was “in-the-money” at issuance, resulting in a separate equity component and a corresponding discount to the host debt instrument.

Upon adoption of ASU 2020-06, the Company no longer applies the beneficial conversion feature model. Instead, all convertible instruments are accounted for as a single liability or a single equity instrument, provided that the embedded features do not require bifurcation as derivatives under ASC 815. The standard also revises the earnings-per-share (“EPS”) guidance, requiring application of the if-converted method for convertible instruments and eliminating the treasury-stock method for certain instruments.

The adoption of ASU 2020-06 did not result in a material impact on the Company’s consolidated financial statements. As required under the full retrospective adoption approach, previously reported periods have been revised to remove historical BCF amortization, eliminate previously recognized equity components related to beneficial conversion features, and adjust interest expense and carrying values of affected instruments.

Management evaluated all outstanding convertible notes and determined that no embedded conversion options required derivative classification under ASC 815 upon adoption.

Foreign Currency Translation

Foreign Currency Translation

The Company’s reporting currency is the U.S. dollar (“USD”). The functional currency of each foreign subsidiary is determined based on the primary economic environment in which the subsidiary operates. For subsidiaries operating in Belize, the functional currency is typically the Belize dollar (“BZD”), which is pegged to the U.S. dollar at a fixed exchange rate of BZD 2.00 to USD 1.00.

Assets and liabilities of foreign subsidiaries whose functional currency is not the U.S. dollar are translated into U.S. dollars using the exchange rate in effect at the balance sheet date. Income and expense accounts are translated at average exchange rates for the reporting period. Because the Belize dollar maintains a fixed 2:1 peg to the U.S. dollar, translation adjustments arising from the consolidation of Belize subsidiaries are generally minimal. Resulting translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity.

For monetary assets and liabilities denominated in currencies other than the subsidiary’s functional currency, the Company performs remeasurement into the functional currency using the exchange rate at the balance sheet date, with gains and losses recognized in other income (expense), net in the consolidated statements of operations. Non-monetary assets and liabilities are remeasured at historical exchange rates.

Due to the fixed peg of the BZD to the USD, remeasurement gains and losses related to Belize-based subsidiaries are generally limited unless transactions occur in other foreign currencies.

Income Taxes

Income Taxes

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

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

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit 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

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 Service Revenue — Real Estate Brokerage and Homeowners’ Association Management, and Homeowner Maintenance Services

Other Service Revenue — Real Estate Brokerage and Homeowners’ Association Management, and Homeowner Maintenance Services

In addition to providing vacation rental platform services, the Company provides other services, including real estate brokerage services and homeowners’ association (“HOA”) management services and homeowner (“HOM’) maintenance services. These services are designed to attract and retain homeowners as participants in the Company’s vacation rental platform. As part of this strategy, the Company enters into exclusive rental management agreements with each Homeowners’ Association, if any or the homeowner’s directly of the properties it controls or manages.

Real Estate Brokerage Services

Under its real estate brokerage services, the Company assists homebuyers and sellers with listing, marketing, selling, and purchasing residential properties. Real estate commissions earned by the brokerage business are recognized as revenue at a point in time, which occurs upon the closing of the related real estate transaction (i.e., the purchase or sale of a home), when the Company’s performance obligation is satisfied.

Commissions paid to third-party or affiliated real estate agents are recognized concurrently with the associated revenues and are presented as cost of revenues in the consolidated statements of operations, consistent with ASC 606 requirements for consideration payable to customers and direct costs to fulfill a contract.

Homeowners’ Association Management Services

Under its HOA management services, the Company provides common-area property management, community governance, compliance administration, and association accounting services to homeowner associations in exchange for a contractual management fee and additional incrementally billed services.

The management services represent a single performance obligation satisfied over time, as customers simultaneously receive and consume the benefits of the Company’s services. Accordingly, management fee revenue is recognized over time as the services are rendered.

Incrementally billed services (e.g., one-time maintenance coordination, administrative tasks, compliance processing) represent separate point-in-time performance obligations. Revenue for these services is recognized at the point in time when the related service is completed and control transfers to the customer.

Homeowner Maintenance Services

The Company also provides maintenance and repair services directly to homeowners under its HOM services, including routine upkeep, emergency repairs, property inspections, landscaping coordination, preventative maintenance, and other property-care services. These services are typically billed on a per-service or time-and-materials basis.

Each maintenance service represents a distinct performance obligation because the homeowner can benefit from the service on its own. Revenue from homeowner maintenance services is recognized at a point in time, which is when the maintenance work is completed and control of the service transfers to the homeowner.

Costs incurred in connection with maintenance activities—such as third-party contractor fees, materials, and labor—are recognized as cost of revenues when incurred.

Inventory

Inventory

New real estate inventory is carried at the lower of cost or net realizable value. The cost of finished inventories determined on the specific identification method is removed from inventories and recorded as a component of cost of sales at the time revenue is recognized. 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

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 Sept 30, 2025, and 2024 due to the relatively short maturity of the respective instruments.

Advertising and Marketing Costs

Advertising and Marketing Costs

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

Stock Based Compensation

Stock Based Compensation

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

Net Loss per Share Calculation

Net Loss per Share Calculation

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

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

As of September 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.