Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2024

OR

☐	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: 000-21477

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

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. ☐

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

As of November 18, 2024, there were 384,286,206shares of common stock, par value $0.01per share, outstanding.

TABLE OF CONTENTS

	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements	3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures About Market Risk	19
Item 4. Controls and Procedures	20
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	20
Item 1A. Risk Factors	20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3. Defaults Upon Senior Securities	21
Item 4. Mine Safety Disclosures	21
Item 5. Other Information	21
Item 6. Exhibits	21
Signatures	22

PART I

Item 1. Financial Statements

Awaysis Capital, Inc.

Consolidated Balance Sheet

		September 30, 2024			June 30, 2024
		(Unaudited)			(Audited)
ASSETS
Current assets
Cash		$	234,367			$	745,991
Accounts receivable			59,161				4,284
Prepaid expenses			1,750				2,931
Inventory			7,357,103				10,594,936
Total current assets			7,652,381				11,348,142
Non-current assets
Fixed assets, net			4,243,317				853,940
Operating lease right-of-use			243,987				261,564
Other non-current assets			19,500				19,500
Total non-current assets			4,506,804				1,135,004
Total Assets		$	12,159,185			$	12,483,146
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable			128,720				98,200
Other current liabilities			124,815				75,356
Current portion of lease liability			89,261				89,003
Due to related parties		$	945,551			$	653,417
Convertible note payable - related party			1,100,000				1,100,000
Notes payable			2,600,000				2,600,000
Total current liabilities			4,988,347				4,615,976
Operating lease liabilities			164,720				182,649
Total non-current liabilities			164,720				182,649
Total liabilities			5,153,067				4,798,625
Stockholders' equity:
Preferred stock - 25,000,000shares authorized $0.01par value noneissued and outstanding at September 30, 2024 and June 30, 2024, respectively			-				-
Common stock - 1,000,000,000shares authorized $0.01par value issued and outstanding common shares at September 30, 2024 and June 30, 2024 were 383,996,054and 383,958,598, respectively			3,839,961				3,839,586
Common stock subscribed - $0.01par value subscribed common shares at September 30, 2024 and June 30, 2024 were 943,000and 943,000, respectively			9,430				9,430
Additional paid-in capital			17,400,169				17,384,873
Accumulated deficit			(13,300,442	)			(12,606,368
Subscription receivable			(943,000	)			(943,000	)
Total stockholders' equity			7,006,118				7,684,521
Total Liabilities and Stockholders Equity			12,159,185				12,483,146

The accompanying notes are an integral part of these consolidated financial statements.

Awaysis Capital, Inc.

Consolidated Statements of Operations

(Unaudited)

		For the Three Months Ended
		September 30			September 30,
		2024			2023
Revenue		$	44,119			$	6,800
Operating expenses
Sales and marketing			61,916				3,021
General and administrative			649,071				3,535,607
Total operating expenses			710,987				3,538,628
Loss from operations			(666,868	)			(3,531,828	)
Other expense (income)
Other income			(5,848	)
Interest expense			33,054				-
Total other expense			27,206				-
Net loss before income taxes			(694,074	)			(3,531,828	)
Income taxes
Net Loss		$	(694,074	)		$	(3,531,828	)
Basic and diluted per common share amounts:
Basic and diluted net loss		$	(0.00	)		$	(0.01	)
Weighted average number of common shares outstanding
(basic and diluted)			352,343,609				251,977,053

The accompanying notes are an integral part of these consolidated financial statements.

Awaysis Capital, Inc.

Consolidated Statements of Changes in Stockholders' Equity

(Unaudited)

					Common			Common						Additional						Total
		Common			Stock Par			Stock			Subscription			Paid-in			Accumulated			Shareholders'
		Stock Shares			Value			Subscribed			Receivable			Capital			Deficit			Equity
Balance, June 30, 2024			384,901,598			$	3,839,585			$	9,430			$	(943,000	)		$	18,484,874			$	(12,642,933	)		$	8,747,956
Retrospective adjustment from adoption of ASU 2020-06															(1,100,000	)
Net income adjustment due to adoption of ASU 2020-06																		36,565
Adjusted Balance, June 30, 2024			384,901,598				3,839,585				9,430				(943,000	)			(17,384,874	)			(12,606,368	)			7,684,521
Shares issued for professional services			37,456				376				-				-				15,295				-				15,671
Net loss			-				-				-				-				-				(694,074	)			(694,074	)
Balance, Sept 30, 2024			384,939,054			$	3,839,961			$	9,430			$	(943,000	)		$	17,400,169			$	(13,300,442	)		$	7,006,118
Balance, June 30, 2023			253,170,053			$	2,522,271			$	9,430			$	(943,000	)		$	9,844,510			$	(5,549,457	)		$	5,883,754
Net loss			-			-				-				-				-				(3,531,828	)			(3,531,828	)
Balance, Sept 30, 2023			253,170,053				2,522,271			$	9,430			$	(943,000	)			9,844,510			$	(9,081,285	)			2,351,926

The accompanying notes are an integral part of these consolidated financial statements.

Awaysis Capital, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

		For the Three months Ended
		September 30, 2024			September 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(694,074	)		$	(3,531,828	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		$	13,206				698
Interest expense			33,000				-
Stock based compensation		$	15,670				-
Amortization of operating lease right-of-use		$	17,577				16,429
Changes in operating assets and liabilities:
(Increase) in accounts receivable		$	(54,877	)			-
(Increase) in prepaid expenses		$	1,181				(9,628	)
(Increase) decrease in Inventory		$	(63,373	)			(96,496	)
Increase (decrease) in due to related party		$	292,134				3,654,727
Increase (decrease) in accounts payable		$	30,520				34,268
Increase (decrease) in other current liability		$	16,459				-
Increase (decrease) in accrued expenses		$	-				(31,395	)
(Decrease) in operating lease liabilities		$	(17,671	)			(16,145	)
Net cash provided (used) by operating activities		$	(410,248	)			20,630
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		$	(101,376	)			-
Sale of fixed assets		$	-				1,849
Net cash used in investing activities		$	(101,376	)			1,849	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided by financing activities		$	-				-
Net (decrease) in cash		$	(511,624	)			22,479
Cash - beginning of year		$	745,991				79
Cash - end of year		$	234,367				22,558

The accompanying notes are an integral part of these consolidated financial statements.

Awaysis Capital, Inc.

Notes to the Consolidated Financial Statements

1. NATURE OF OPERATIONS

Nature of Business

Awaysis Capital, Inc. (the "Company", "we", "us" or "our') is a real estate management and hospitality company focused on acquisition, redevelopment, sales, 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 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 that will optimize both sales and rental revenues, providing attractive returns to owners and exceptional vacation experiences to travelers.

Increased global trends towards "work from home" opportunities has 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 residential/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.

The Company seeks to own, grow and manage a stable, cash generating, diversified portfolio of single-family and luxury resort/residence properties in the Caribbean, Europe, South America, and the United States.

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.

Our business strategy entails targeting and identifying undervalued assets in emerging markets located in proximity to high demand travel destinations. The Company intends to focus these efforts on shovel-ready properties and/or other assets that we believe can be used to optimize sales and rental revenues. We have currently identified five properties in Belize, all of which are expected to constitute our initial real estate portfolio. To that effect, on June 30, 2022, we closed on the acquisition of certain real estate assets in San Pedro, Belize (the "Casamora Awaysis Assets"), pursuant to our previously announced series of Agreements of Purchase and Sale, all dated April 15, 2022. The total consideration paid by us for the properties subject to the agreements was at the appraisal value of $11.4million (excluding transaction costs and fees) and was settled in a combination of a Purchase Money Mortgage of $2.6million at 0% interest rate, payable on demand, a Purchase Money Mortgage of $280,000at 0% interest rate that was paid on August 8, 2022 and 56.8million shares of the Company's common stock based on a per share price equal to the market price on the date of appraisal of $0.150. As the first acquisition by the Company in Belize and an important milestone, the Company expects to rebrand the Casamora Awaysis Assets, so it is easily identifiable as an Awaysis Property and fit perfectly with its strategy of creating a countrywide network of Awaysis residential enclave communities in the country.

Company History

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

On May 18, 2022, the Company changed its 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 began trading on the OTC Market under our 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.

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. The information contained on, or that can be accessed through, our website is not incorporated by reference and is not a part of this Quarterly Report on Form 10-Q.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America ("GAAP") and have been consistently applied. The Company has selected June 30 as its financial year end.

Principles of Consolidation

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

Interim Reviewed Financial Statements

The accompanying unaudited interim reviewed financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. While we believe that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the Company's audited financial statements and the footnotes thereto for the fiscal year ended June 30, 2024 included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and filed on October 11, 2024. Operating results for the interim period presented are not necessarily indicative of the results for the full year.

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

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 purposes 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 guests to its facilities 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 accounts receivable, prepaid expenses, accounts payable, accounts payable due to related parties and notes payable. The carrying amount of our accounts receivable, prepaid expenses, accounts payable, accounts payable - related party and notes payable - related party approximate their fair values because of the short-term maturities.

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. See Note 8 and 9 below for details of related party transactions in the period presented.

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 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.

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 excludes lease incentives. Lease expense for lease payment is recognized on a straight-line basis over lease term.

As of the quarter ended September 30, 2024, we were party to an operating lease agreement which commenced during the fiscal year ended June 30, 2023.

See Note 10 below for details of lessee leases during the three months ended September 30, 2024.

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, 2025 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 effects 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 three months ended September 30, 2024 and the year ended June 30, 2024.

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.

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 carry-backs and carry-forwards. 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.

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 fulfills 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 homeowners' association management services, the Company provides or would provide 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.

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. 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 September 30, 2024 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.

Recently Issued Accounting Pronouncements

As of September 30, 2024, 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.

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 on June 26, 2024, the retrospective impact of this adoption effects 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 three months ended September 30, 2024 and the year ended June 30, 2024. This accounted for an increase in the liabilities by $1,063,435related to the discount on beneficial conversion of $1,100,000feature 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 $1,100,000related to additional paid in capital beneficial conversion feature.

3. CASH

As of September 30, 2024, our cash balance was $234,367and as of June 30, 2024 our cash balance was $745,991.

4. INVENTORY

As of September 30, 2024, our balance of inventory of real estate under construction was $7,357,103and as of June 30, 2024 the balance was $10,594,936.

5. FIXED ASSETS

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

					September 30,			June 30,
		Useful Lives			2024			2024
Property placed into service			40years

		$	4,157,698			$	856,491
Building improvements			15years				101,376				-
Furniture and fixtures			7years				15,017				15,017
Computer and equipment			5years				8,782				8,782
Software			3years				6,536				6,536
Less depreciation and amortization							(46,092	)			(32,886	)
Total fixed assets, net						$	4,243,317				853,940

The Company recorded depreciation and amortization expense of $13,206for the quarter ended September 30, 2024, and $32,886for the year ended June 30, 2024, respectively.

6. ACCOUNTS PAYABLE

As of September 30, 2024 and June 30, 2024, the balance of accounts payable was $128,720and $98,200, respectively, and related primarily to expenses relating to professional services, construction, SEC filings, outstanding legal expenses and share transfer expenses.

7. OTHER CURRENT LIABILITIES

Other current liabilities consist of a hospitality tax payable, a security deposit liability and accrued expenses related to payroll and interest. The balance of other current liabilities as of September 30, 2024, and June 30, 2024 was $124,815and $75,356, respectively,

As of June 30, 2024, the balance consisted of accrued interest of $11,000and payroll for non-related parties of $62,197. As of September 30, 2024 the balance consisted of payroll for non-related parties of $62,197, accrued interest of $44,000, security deposit liabilities of $17,700and hospitality tax of $918.

8. DUE TO RELATED PARTIES

As of September 30, 2024 and June 30, 2024, the balance due to related parties was $945,551and $1,753,417, respectively, and related to both costs paid on behalf of the Company and funding to the Company by Harthorne Capital, Inc. ("Harthorne"), an affiliate of the Company and other related party members. The balance due to related parties during the three months ended September 30, 2024, includes all salary and payroll accrual for the Company's development and administration teams.

On June 26, 2024, the Board approved a $1.1million convertible bridge loan to the Company by Harthorne. See details on the convertible bridge loan in Note 9 - Notes Payable And Convertible Note Payable - Related Party.

9. NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLE - RELATED PARTY

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

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

Convertible Note Payable - Related Party

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

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 is $2,016,667and the discount in the amount of $1,100,000is 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 consists of the principle of the note of $1,100,000and the discount on the beneficial conversion feature of $(1,100,000). This discount is amortized on a straight-line basis over the life of the note. The current amortization of the discount (recorded as interest expense) is $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 $1,063,435related to the Discount on beneficial conversion of $1,100,000feature 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 $1,100,000related to additional paid in capital beneficial conversion feature.

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

Balance Sheet

		Balance Sheet at June 30, 2024 (Audited)		Adoption of ASU 2020-06 Adjustments		Restated Balance Sheet
Convertible note payable - related party, net of discount			36,565				1,063,435				1,100,000
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				(12,606,368	)
Total stockholders equity			8,747,956				(1,063,435	)			7,684,521
Total liabilities and stockholders equity			12,483,146				0				12,483,146
Income Statement
Interest Expense			47,565				36,565				11,000
Net loss			(7,093,476	)			36,565				(7,056,911	)

10. OPERATING LEASES - LESSEE

The Company has an operating lease for office space, with a term of 5years. As of September 30, 2024, 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

Consolidated Balance Sheets was as follows:

		September 30,
		2024
Remaining nine months ending June 30, 2025		$	66,946
2026			90,588
2027			92,220
Thereafter			31,113
Total operating lease payments			280,867
Present value adjustment			(26,887	)
Total operating lease liabilities		$	253,980

As of September 30, 2024, the total operating lease liability amount of $253,980consists of current and long-term portion of operating lease liabilities of $89,261and $164,720respectively.

Operating lease costs were $21,963and $87,850.64for the three months ended September 30, 2024 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 September 30, 2024:

		September 30, 2024
Weighted-average remaining lease term, years			3.1
Weighted-average discount rate, %			7.0	%

11. COMMITMENTS & CONTINGENCIES

Legal Proceedings

We were not subject to any legal proceedings during the three months ended September 30, 2024, 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 three months ended September 30, 2024.

12. STOCKHOLDERS' EQUITY

Preferred Stock

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

Noshares of preferred stock were issued and outstanding during the three months ended September 30, 2024 or the year ended June 30, 2024.

Common Stock

As of September 30, 2024, we were authorized to issue 1,000,000,000shares of common stock with a par value per share of $0.01, of which 383,996,054shares of common stock were issued and outstanding and 943,000shares of common stock were subscribed, contractually obligated and committed to be issued but not yet issued pending payment therefor.

During the three months ended September 30, 2024, the Company accounted for the issuance of 37,456common shares in the amount of $15,671. The Company issued all 37,456shares for payment of professional services.

As of September 30, 2024, the Company has entered into subscription agreements with investors in a private offering, for 943,000shares, at a price per share of $1.00for $943,000, and has a subscription receivable in the Consolidated Balance Sheet.

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

Nopotentially dilutive debt or equity instruments were issued or outstanding during the three months ended September 30, 2024, or for the year ended June 30, 2024.

The Company has not declared or paid any dividends or returned any capital to common stock shareholders as of September 30, 2024, or for the year ended June 30, 2024.

Stock Options

The Company adopted the 2022 Omnibus Performance Award Plan in February 2022. The Plan authorizes the granting of 19,977,931of the Company's Common Stock. Nostock options under the Plan were issued or outstanding during the three months ended September 30, 2024 or for the year ended June 30, 2024.

On February 13, 2023, the Company awarded to certain of its executive officers, options to purchase an aggregate of 22,500,000shares 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, $0.32per share; all of which are currently exercisable and outstanding as of September 30, 2024. No expense has been recorded under ASC 718 as there is nocompensation 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.

13. SUBSEQUENT EVENTS

The Company evaluated subsequent events after September 30, 2024, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined the following subsequent event is required to be disclosed:

●

The Company was approved for a $5,000,000Line of Credit with BOS Investments Inc., an affiliate of Michael Singh, the Company's Chairman and Co-Chief Executive Officer. The Line of Credit terms are expected to be for 12 months at an interest rate of 3.5%.Furthermore, the use of proceeds is expected to be for the acquisition of Chial Limited and other targeted acquisitions and to complete the development of the Company's Awaysis Casamora property. On November 15, 2024, Awaysis drew down on an initial tranche under the planned Line of Credit and executed a promissory note of $250,000USD with BOS Investments Inc., which is expected to be rolled into the definitive documents relating to the full Line of Credit once finalized and executed.

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

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

The following discussion should be read in conjunction with our unaudited financial statements and related notes included in Item 1, "Financial Statements," of this Quarterly Report on Form 10-Q. 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 entitled "Risk Factors" on our Annual Report on Form 10-K for the fiscal year ended June 30, 2023, filed with the Securities and Exchange Commission on October 17, 2023.

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.

In light of 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 Quarterly Report on Form 10-Q will in fact occur. Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

Overview

Awaysis Capital, Inc. is a real estate management and hospitality company focused on acquisition, redevelopment, sales, 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 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 that will optimize both sales and rental revenues, providing attractive returns to owners and exceptional vacation experiences to travelers. Our strategy overlays the quality and consistency of the hotel management system over the Airbnb type rental model.

Increased global trends towards "work from home" opportunities has 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 residential/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.

The Company seeks to own, grow and manage a stable, cash generating, diversified portfolio of single-family and luxury resort/residence properties in the Caribbean, Europe, South America, and the United States.

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.

Our business strategy entails targeting and identifying undervalued assets in emerging markets located in proximity to high demand travel destinations. The Company intends to focus these efforts on shovel-ready properties and/or other assets that we believe can be used to optimize sales and rental revenues. We have currently identified five properties in the country of Belize, all of which are expected to constitute our initial real estate portfolio. To that effect, on June 30, 2022, we closed on the acquisition of certain real estate assets in San Pedro, Belize (the "Casamora Awaysis Assets"), pursuant to our previously announced series of Agreements of Purchase and Sale, all dated April 15, 2022. The total consideration paid by us for the properties subject to the agreements was at the appraisal value of $11.4 million (excluding transaction costs and fees) and was settled in a combination of a Purchase Money Mortgage of $2.6 million at 0% interest rate, payable on demand, a Purchase Money Mortgage of $280,000 at 0% interest rate that was paid on August 8, 2022 and 56.8 million shares of the Company's common stock based on a per share price equal to the market price on the date of appraisal of $0.150. As the first acquisition by the Company in Belize and an important milestone, the Company expects to rebrand the Casamora Awaysis Assets, so it is easily identifiable as an Awaysis Property and fit perfectly with its strategy of creating a countrywide network of Awaysis residential enclave communities in the country for owners and guests to travel, work and play.

Our Business

Our business is expected to include real estate development and sales, hospitality rentals, resort operations and club management. Revenues are expected to come from:

	●	selling our own developed resort inventory that includes Condominiums, Single Family Homes, and Villas.
	●	providing management services to our branded resorts under HOA management agreements; and
	●	manage short-term unit rentals of sold and unsold inventory at the resorts we own or manage.

The Casamora Awaysis development, our first property, has started its hospitality operations and has commenced sales operations on or about June 1, 2023.

As of September 30, 2024, Awaysis has a total of six units available for rent. Four of these units consist of Company owned villas. The Company maintains a rental agreement with the owners of the other two units, both of which are a part of the Company's rental pool. Awaysis has also entered into a one-year lease agreement, effective April 1, 2024, on a three bedroom condominium located in the commercial building adjacent to the Casamora Resort Property. This unit has been listed for sale.

As of September 30, 2024, we estimate approximately $3,000,000 in construction cost projections for the remaining portions of the Casamora property. As development progresses, and more units are expected to become rentable, we expect an increase in hospitality revenues.

In September 2024 the Company entered into leases for the renting out of commercial space at Casamora, enabling an increase in rental income of $16,000 per month in the aggregate.

As development progresses, and more units are expected to become rentable, increased hospitality operations are expected over the coming months.

Results of Operations

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, 2024, 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.

Three Months Ended September 30, 2024, as Compared to September 30, 2023

Revenues

We recognized revenue of $44,119 and $6,800 - during the three months ended September 30, 2024, and 2023, respectively. Revenue generated during the three months ended September 30, 2024 consisted of monthly rental income and commissions from short term property rentals. Revenue generated during the three months ended September 30, 2023 also consisted of monthly rental income from property rentals. The increase in revenue from the three months ended September 2023 to 2024 was a result of having units available for rent in 2024 that were not available in the prior year period.

Sales and Marketing Expenses

During the three months ended September 30, 2024 and 2023, we incurred sales and marketing expenses of $61,916 and $3,021, 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 the three months ended September 30, 2023 to 2024 is due to an increased focus on marketing expenses as construction is completed and units become available for rent.

General and Administrative Expenses

During the three months ended September 30, 2024 and 2023, we incurred general and administrative expenses of $649,071 and $3,535,607, respectively, consisting of audit and accounting fees, travel and entertainment, payroll and employee benefits, legal fees, filing fees and transfer agent fees, all relating to both sustaining the corporate existence of the Company and public company-related expenses and its continued transitioning from being a shell company to an operating company. The decrease in general and administrative expenses from the three months ended September 30, 2023 to 2024 mostly relates to bonuses of over $2.6 million paid during the three months ended September 30, 2023 that were not included during the three months ended September 30, 2024.

Operating Loss

During the three months ended September 30, 2024 and 2023, we recognized operating losses of $(666,868) and $(3,531,828), respectively. These losses were primarily attributable to the Company transitioning from being a shell company to an operating company under its current management and brand along with the deployment of its sales, marketing, and acquisition initiatives. The decrease in operating loss from the three months ended September 30, 2023 to 2024 was a result of decreased expenses related to salary and payroll bonuses, increased revenue from units being available for rent, and other details as described in this section.

Other Income (Expenses)

During the three months ended September 30, 2024 and 2023, we incurred other income and expense of $27,206 and $0, respectively, consisting of interest expense of $33,054 offset by other income of foreign exchange gains and interest earned of $(5,848)

Net Loss

During the three months ended September 30, 2024 and 2023, we recognized net losses of $(694,074) and $(3,531,828), respectively. These losses were primarily attributable to accounting, marketing, legal, filing fees and transfer agent fees to sustaining the corporate existence of the Company and public company related expenses, and the continued transitioning from being a shell company to an operating company. The decrease in net loss from the three months ended September 30, 2023 to 2024 was a result of decreased expenses related to salary and payroll bonuses, increased revenue from units being available for rent, and other details as described above.

Liquidity and Capital Resources

As of September 30, 2024, we had cash of $234,367 and had a positive working capital of $2,664,034, which was mainly from the issuance of shares for real estate inventory and the sale of shares from our private placement of common stock and the June 2024 loan of $1,100,000 to the Company from an affiliate. 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 a $5 million line of credit commitment we expect to consummate in full in the second fiscal quarter of 2025, and of which on November 15, 2025 we drew drown a first tranche of $250,000. We will need to raise additional cash to satisfy our medium and long-term requirements.

Historically, an affiliate shareholder has advanced funds on our behalf as we have required for the Company to become, and remain, a fully reporting public company while seeking to create value for shareholders. The shareholder has indicated its intention to continue to do so and most recently 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 the funding necessary to achieve this objective. To date, the affiliate shareholder has advanced an aggregate of approximately $378,673 on behalf of the Company to cover certain of the Company's expenses and loaned an additional $1,100,000 for bridge financing. A different entity, which is an affiliate of one of our Co-CEOs, is the lender under our $5 million line of credit commitment.

Raising debt or equity funding for small publicly quoted, penny stock companies is extremely challenging. We can provide no assurance that funding 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 acquisition and construction capital when it becomes needed, we may be required to make reductions in our acquisition strategy, and/or suspend or curtail planned acquisitions and developments. Any of these actions could materially harm our existing and planned business.

Our plan for satisfying our cash requirements and to remain operational beyond the next 12 months 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 or other affiliates. 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. Since November 23, 2021, we raised an aggregate of $1,918,000 in our private placement, and we can give no assurance that we will be successful in raising the remaining funds being sought, including 943,000 shares of common stock that were subscribed, contractually obligated and committed to be issued but have not yet been issued pending payment therefor. We have also issued shares of our common stock in lieu of cash to cover compensation obligations to our executives. The capital raises from issuances of equity securities or other issuances has resulted in and could result in additional dilution to our shareholders. In addition, to the extent we determine 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:

		Three months ended
		September 30,
		2024			2023
Cash used in operating activities		$	(410,248	)		$	20,630
Cash provided by investing activities			(101,376	)			1,849
Cash provided by financing activities			-				0
Change in cash		$	(511,624	)		$	22,479

Cash Flows from Operating Activities

Net cash flows used in operating activities were $(410,248) and $20,630 for the three months ended September 30, 2024 and 2023, respectively. The net cash used in operations primarily consisted of the selling, marketing, and general expenses that resulted from the company recently going operational, transferring of inventory assets to assets placed in service as the units become available for rent, and issuance of stock for services provided and payroll.

Cash Flows from Investing Activities

During the three months ended September 30, 2024 and 2023, net cash flow used for investing activities was $(101,376) and $1,849 respectively. This consisted of payments for building improvements related to assets that have been placed in service.

Cash Flows from Financing Activities

For the three months ended September 30, 2024 and 2023, net cash from financing activities was $0 and $0, 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 at 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 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.

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).

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4. 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 Officer and Chief Financial Officer to allow timely decisions regarding required disclosure.

As of September 30, 2024, the Chief Executive Officer 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 Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective as of September 30, 2024 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 Company's recent failure to timely file certain forms or reports under the Securities Act of 1933 and the Securities Exchange Act of 1934. The Company's management is seeking to remedy this deficiency.

This Form 10-Q does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management's report in this Form 10-Q.

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 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

In addition to the below, please see the risk factors included in our Annual Report on Form 10-K filed on October 11, 2024.

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.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

In August 2024, the Company issued an aggregate of 15,150 shares of its common stock as consideration for services rendered in the fiscal year ended June 30, 2024, that were accounted for in such prior period. The securities were issued in private transactions in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act, as transactions not involving any public offering.

In September 2024, the Company issued 32,428 shares of its common stock as consideration for services rendered. The securities were issued in private transactions in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act, as transactions not involving any public offering.

All other unregistered issuances of equity securities during the period covered by this quarterly report have been previously disclosed on our Current Reports on Form 8-K.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the three months ended September 30, 2024, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, of the Company adoptedor terminateda "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 6. Exhibits.

Exhibit No.		Description of Document
3.1		Articles of Incorporation (1)
3.2		Certificate of Amendment of Certificate of Incorporation (1)
3.3		Certificate of Amendment to its Articles of Incorporation (2)
3.4		By-Laws (1)
10.1		Promissory Note with Harthorne Capital Inc. (3)
31.1		Certification of Chief Executive Officer, 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 of Chief Financial Officer, 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 of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation
101.DEF		Inline XBRL Taxonomy Extension Definition
101.LAB		Inline XBRL Taxonomy Extension Labels
101.PRE		Inline XBRL Taxonomy Extension Presentation
104		Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

(1)	Incorporated by reference from the exhibit included in the Company's Quarterly Report on Form 10-Q filed with the SEC on February 22, 2024.
(2)	Incorporated by reference from the exhibit included in the Company's Current Report on Form 8-K filed with the SEC on May 23, 2022.
(3)	Incorporated by reference from the exhibit included in the Company's Current Report on Form 8-K/A filed with the SEC on August 7, 2024.

SIGNATURES

Pursuant to the requirements 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.
Date: November 19, 2024	/s/ Michael Singh
	Michael Singh
	Co-Chief Executive Officer
	(Co-Principal Executive Officer)
Date: November 19, 2024	/s/ Andrew Trumbach
	Andrew Trumbach
	Co-Chief Executive Officer and Chief Financial Officer
	(Co-Principal Executive Officer, Principal Financial and Accounting Officer)

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