XML 21 R9.htm IDEA: XBRL DOCUMENT v3.25.3
NATURE OF OPERATIONS
3 Months Ended
Sep. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NATURE OF OPERATIONS

1. NATURE OF OPERATIONS

 

Nature of Business

 

Awaysis Capital, Inc. (“Awaysis Capital,” the “Company,” “we,” “us,” or “our”) is a hospitality and management company focused on the acquisition, redevelopment, sales, and management of residential vacation-home communities in desirable global travel destinations. Our strategy centers on identifying undervalued operating and shovel-ready residential or resort communities and creating value through targeted acquisition, development, up-cycling, rebranding, and repositioning initiatives. Through these efforts, we intend to relaunch selected properties under the unified “Awaysis” brand and establish a network of integrated residential-resort enclave communities across the Caribbean, Europe, South America, and the United States. We generate revenue from real estate sales, short term booking revenues, property and resort management services, rental management commissions, and maintenance services, and we recognize revenue in accordance with ASC 606 as performance obligations are satisfied.

 

Global shifts toward remote and flexible work have significantly influenced residential preferences and travel behavior. An increasing number of individuals are seeking comfortable, amenity-rich destinations where they can live, work, and stay for extended periods. We aim to capitalize on these trends by transforming resort properties in desirable locations into self-contained residential-resort enclaves, which we define as gated communities that provide the full suite of amenities necessary for residents and guests to live, work, and play without leaving the property.

 

Initially, our focus is on developing partially completed or previously undeveloped resort communities that lack a significant operational history. In these cases, we intend to acquire the underlying real estate assets and complete development of the community. Depending on the property and market conditions, we may (i) sell the finished individual units to third-party buyers, or (ii) retain ownership of some or all units and make them available for short term hotel/resort stays. Units sold to third-party buyers may be used for personal occupancy or for short term rental, at the owner’s discretion, subject to local laws and regulations. We intend to own, operate, and manage the common areas of each community, including restaurants, bars, pools, retail areas, spas, fitness centers, coworking spaces, and other amenities. We may outsource certain operations to third parties at prevailing market rates.

 

Owners of individual units may elect to rent their units, subject to compliance with local laws. For example, in Belize, all short-term rental bookings must be processed through an entity with a valid Belize hotel license. If an owner engages us to manage bookings of their unit, we enter into an exclusive booking or management agreement, either directly with the owner or through a homeowners’ association, setting forth applicable terms and fees. We perform a monthly reconciliation of booking activity, fee allocations, and amounts due to each owner. Amounts owed to owners are reconciled and distributed in accordance with the terms of their respective agreements.

 

We market units for sale or for short term bookings in jurisdictions where such offerings are permitted. To date, we market our properties through our website (www.awaysisgroup.com), online multiple listing services, and other licensed booking and distribution channels. While our current properties are located in Belize, offerings, sales, and related management arrangements may occur in both Belize and 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 operate in compliance with the Florida Real Estate Commission, which regulates entities engaged in real estate. Our business is subject to an extensive range of federal, state, local, and foreign laws and regulations, which vary depending on jurisdiction and property type. These include requirements related to zoning and land use, licensing, permitting, registrations, environmental and safety standards, building and fire codes, sanitation protocols, and staffing and employee-training requirements. Our U.S. operations must also comply with the Americans with Disabilities Act and other accessibility laws applicable to public accommodations.

 

Additionally, our subsidiary is a licensed hotel operator in Belize and comply with the requirements of the Belize Tourism Board and other governmental authorities. Our operations are governed by the Belize Hotels and Tourist Accommodation Act and related regulations, which establish standards for hotel licensing, facility classifications, operational compliance, reporting obligations, and ongoing regulatory oversight.

 

Through these combined activities, property acquisition and development, resort operation and management, booking and rental services, and adherence to multi-jurisdictional regulatory frameworks, we aim to develop and operate a scalable portfolio of high-quality residential-resort enclaves that deliver exceptional hospitality experiences while generating diversified and recurring revenue streams for the Company.

 

Acquisition of Chial Mountain

 

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

 

 

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

 

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

 

Company History

 

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