Awaysis Capital Narrows Losses, Secures $3M for Belize Expansion

TL;DR

**AWCA is a high-risk bet on an unproven resort development strategy, heavily reliant on related-party deals and still bleeding cash.**

AI Summary

Awaysis Capital, Inc. (AWCA) is a real estate management and hospitality company focused on acquiring, redeveloping, and managing residential vacation home communities in desirable travel destinations. For the fiscal year ended June 30, 2025, AWCA reported a net loss of $2,724,941, an improvement from the $7,056,911 net loss in fiscal year 2024. The company's accumulated deficit increased to $15,331,309 as of June 30, 2025, up from $12,606,368 in the prior year. A key business change involved borrowing $3,000,000 between November 15, 2024, and December 20, 2024, from BOS Investment Inc., an affiliate of Co-CEO Michael Singh, under a $5,000,000 committed line of credit. A portion of these proceeds was used to acquire an additional operating property in Belize from Chial Mountain Ltd., also an affiliate of Mr. Singh. The strategic outlook involves transforming resort properties into 'enclaves' for extended stays, leveraging global 'work from home' trends, and expanding its network of residential and resort communities in the Caribbean, Europe, South America, and the United States. Significant risks include being a development stage company with limited operating history, dependence on management, potential liquidity issues for promissory notes, and the inherent risks of real estate development and international operations.

Why It Matters

Awaysis Capital's continued net losses and accumulated deficit highlight the significant challenges faced by development-stage companies in the competitive hospitality sector. The reliance on related-party financing from BOS Investment Inc. and property acquisitions from Chial Mountain Ltd., both affiliates of Co-CEO Michael Singh, raises questions about corporate governance and potential conflicts of interest for investors. While the company aims to capitalize on 'work from home' trends by developing 'enclave' communities, its limited operating history and substantial liabilities present considerable risk. This filing underscores the speculative nature of AWCA's business model, contrasting sharply with established players in the vacation rental and resort market.

Risk Assessment

Risk Level: high — Awaysis Capital is a development stage company with a limited operating history, having incurred net losses of $2,724,941 in fiscal year 2025 and $7,056,911 in fiscal year 2024, with an accumulated deficit of $15,331,309. The company explicitly states it has 'not yet achieved profitability' and anticipates 'significant losses for the foreseeable future,' indicating substantial financial instability. Furthermore, the company's dependence on related-party financing, such as the $3,000,000 line of credit from BOS Investment Inc., an affiliate of Co-CEO Michael Singh, introduces governance and conflict of interest risks.

Analyst Insight

Investors should exercise extreme caution and conduct thorough due diligence on Awaysis Capital's financial health and governance structure. Given the significant losses, accumulated deficit, and reliance on related-party transactions, a 'wait and see' approach is advisable until the company demonstrates a clear path to sustainable profitability and reduces its operational and financial risks.

Financial Highlights

debt To Equity

Not Disclosed

revenue

Not Disclosed

operating Margin

Not Disclosed

total Assets

Not Disclosed

total Debt

Not Disclosed

net Income

-$2,724,941

eps

Not Disclosed

gross Margin

Not Disclosed

cash Position

Not Disclosed

revenue Growth

Not Disclosed

Key Numbers

• $2,724,941 — Net Loss (for fiscal year ended June 30, 2025, an improvement from $7,056,911 in 2024)
• $7,056,911 — Net Loss (for fiscal year ended June 30, 2024)
• $15,331,309 — Accumulated Deficit (as of June 30, 2025, up from $12,606,368 in 2024)
• $12,606,368 — Accumulated Deficit (as of June 30, 2024)
• $3,000,000 — Line of Credit Borrowed (between November 15 and December 20, 2024, from BOS Investment Inc.)
• $5,000,000 — Committed Line of Credit (total planned borrowing from BOS Investment Inc.)
• 3.5% — Interest Rate (on the secured promissory note from BOS Investment Inc.)
• $18,317,582 — Market Value of Common Stock (held by non-affiliates as of December 31, 2024)
• 384,931,394 — Shares of Common Stock Outstanding (as of November 5, 2025)
• $0.01 — Par Value per Share (of common stock)

Key Players & Entities

• Awaysis Capital, Inc. (company) — registrant
• Michael Singh (person) — Co-CEO of Awaysis Capital, Inc.
• BOS Investment Inc. (company) — affiliate of Michael Singh, lender of $3,000,000 line of credit
• Chial Mountain Ltd. (company) — affiliate of Michael Singh, seller of Belize property
• SEC (regulator) — Securities and Exchange Commission
• Belize Tourism Board (regulator) — regulates hotel operations in Belize
• Florida Real Estate Commission (regulator) — regulates real estate services in Florida
• Delaware (regulator) — state of incorporation

FAQ

Risk Factors

• Limited Operating History and Development Stage [high — financial]: AWCA is a development stage company with a limited operating history, which presents significant risks. The company has incurred substantial net losses, totaling $2,724,941 in FY2025 and $7,056,911 in FY2024, and an accumulated deficit of $15,331,309 as of June 30, 2025. This lack of established operations and profitability makes future financial performance highly uncertain.
• Liquidity and Funding Concerns [high — financial]: The company's ability to meet its obligations is dependent on its ability to secure additional financing. While a $5,000,000 line of credit was established with an affiliate, only $3,000,000 was borrowed. The company's accumulated deficit and ongoing losses suggest potential liquidity issues, especially concerning promissory notes and future operational funding needs.
• Dependence on Key Management [medium — operational]: The success of AWCA is heavily reliant on its management team, particularly Co-CEO Michael Singh. Any departure or inability of key personnel to execute the company's strategy could have a material adverse effect on operations and future prospects.
• Real Estate Development and International Risks [medium — market]: AWCA's strategy involves acquiring, redeveloping, and managing properties in desirable travel destinations, including international locations like Belize. This exposes the company to inherent risks associated with real estate development, market fluctuations, and the complexities of international operations, including regulatory, economic, and political uncertainties.
• Affiliate Transactions [medium — financial]: The company has engaged in significant transactions with affiliates, including borrowing $3,000,000 from BOS Investment Inc. and acquiring property from Chial Mountain Ltd., both affiliated with Co-CEO Michael Singh. While these transactions may provide necessary capital, they introduce potential conflicts of interest and require careful scrutiny regarding terms and fairness.

Industry Context

Awaysis Capital operates in the real estate management and hospitality sector, specifically focusing on residential vacation home communities. The company aims to leverage global 'work from home' trends by transforming properties into 'enclaves' for extended stays. This strategy places it within a competitive landscape that includes traditional hospitality providers, short-term rental platforms, and other real estate investment firms.

Regulatory Implications

As a real estate development and management company with international operations, AWCA is subject to various real estate, land use, and hospitality regulations in each jurisdiction it operates. Compliance with these diverse and potentially changing regulations is crucial to avoid penalties and operational disruptions.

What Investors Should Do

1. Monitor affiliate transactions closely.
2. Assess the viability of the 'enclave' strategy.
3. Evaluate cash burn and future funding needs.

Key Dates

• 2024-11-15: Start of borrowing period from BOS Investment Inc. — Marks the beginning of a critical financing period for AWCA, with $3,000,000 borrowed from an affiliate under a committed line of credit.
• 2024-12-20: End of borrowing period from BOS Investment Inc. — Concludes the period during which AWCA secured $3,000,000 from an affiliate, a significant portion of its available credit line.
• 2025-06-30: Fiscal Year End — AWCA reported a net loss of $2,724,941 and an accumulated deficit of $15,331,309, indicating continued financial challenges but an improvement from the prior year.
• 2024-12-31: Market Value of Common Stock held by non-affiliates — Reported as $18,317,582, providing a snapshot of the public market valuation of the company's equity.
• 2025-11-05: Shares of Common Stock Outstanding — Totaled 384,931,394, indicating the scale of the company's equity structure.

Glossary

Development Stage Company

A company that is still in the process of developing a product or service, has not yet generated significant revenue, and has a history of operating losses. (AWCA is classified as a development stage company, highlighting its early-stage operations and inherent risks associated with unproven business models and lack of profitability.)

Accumulated Deficit

The cumulative net losses of a company that have not been offset by net income. It represents the total losses incurred since the company's inception. (AWCA's accumulated deficit has grown to $15,331,309, underscoring its history of unprofitability and the significant financial challenges it faces.)

Affiliate

A party that has the power to direct or control the management and policies of another entity, or is under common control with that entity. (AWCA has engaged in significant transactions with affiliates, such as BOS Investment Inc. and Chial Mountain Ltd., raising questions about potential conflicts of interest and the terms of these related-party dealings.)

Committed Line of Credit

A type of loan that allows a borrower to draw funds up to a certain limit over a specified period, with the lender committed to providing the funds. (AWCA has a $5,000,000 committed line of credit from an affiliate, which provides a potential source of funding, though only $3,000,000 was drawn.)

Year-Over-Year Comparison

For the fiscal year ended June 30, 2025, Awaysis Capital, Inc. reported a net loss of $2,724,941, which represents a significant improvement from the $7,056,911 net loss in the prior fiscal year. Consequently, the company's accumulated deficit increased to $15,331,309 as of June 30, 2025, up from $12,606,368 in the previous year, indicating that while losses narrowed, the cumulative financial deficit continued to grow. No specific revenue figures or growth rates were disclosed for either period, making a comprehensive year-over-year financial comparison challenging.

Key Financial Figures

• $0.01 — (g) of the Act: Common Stock, par value $0.01 Indicate by check mark if the registr
• $2,724,941 — tions. We have incurred net losses of $2,724,941 and $7,056,911 for the fiscal years end
• $7,056,911 — e incurred net losses of $2,724,941 and $7,056,911 for the fiscal years ended June 30, 202
• $15,331,309 — ility. We had an accumulated deficit of $15,331,309 and $12,606,368 as of June 30, 2025 and
• $12,606,368 — accumulated deficit of $15,331,309 and $12,606,368 as of June 30, 2025 and 2024, respectiv
• $3,000,000 — 4, the Company borrowed an aggregate of $3,000,000, evidenced by a Secured Promissory Note
• $5,000,000 — nt Inc. to borrow up to an aggregate of $5,000,000. BOS is an affiliate of Michael Singh,
• $150,000 — CFO as the lender, which memorialized a $150,000 loan and loan terms. The amount borrowe
• $0.16 — date, at an exercise price per share of $0.16. The maturity date of the note was exte
• $11.4 million — greements was at the appraisal value of $11.4 million (excluding transaction costs and fees)
• $2.6 million — ination of a Purchase Money Mortgage of $2.6 million at 0% interest rate, payable on demand,
• $280,000 — on demand, a Purchase Money Mortgage of $280,000 at 0% interest rate that was paid on Au
• $0.150 — arket price on the date of appraisal of $0.150. As the first acquisition by the Comp

Filing Documents

• form10-k.htm (10-K) — 1536KB
• ex4-1.htm (EX-4.1) — 22KB
• ex10-34.htm (EX-10.34) — 26KB
• ex10-35.htm (EX-10.35) — 14KB
• ex31-1.htm (EX-31.1) — 12KB
• ex31-2.htm (EX-31.2) — 12KB
• ex32-1.htm (EX-32.1) — 7KB
• ex32-2.htm (EX-32.2) — 7KB
• form10-k_001.jpg (GRAPHIC) — 4KB
• form10-k_002.jpg (GRAPHIC) — 5KB
• form10-k_003.jpg (GRAPHIC) — 2KB
• 0001493152-25-023545.txt ( ) — 6281KB
• awca-20250630.xsd (EX-101.SCH) — 45KB
• awca-20250630_cal.xml (EX-101.CAL) — 67KB
• awca-20250630_def.xml (EX-101.DEF) — 165KB
• awca-20250630_lab.xml (EX-101.LAB) — 382KB
• awca-20250630_pre.xml (EX-101.PRE) — 321KB
• form10-k_htm.xml (XML) — 648KB

Risk Factors

Item 1A. Risk Factors 15

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 28

Cybersecurity

Item 1C. Cybersecurity 28

Properties

Item 2. Properties 28

Legal Proceedings

Item 3. Legal Proceedings 28

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 28 PART II

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

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 29

[Reserved]

Item 6. [Reserved] 32

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 32

Quantitative and Qualitative Disclosures about Market Risk

Item 7A. Quantitative and Qualitative Disclosures about Market Risk 37

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 37

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 37

Controls and Procedures

Item 9A. Controls and Procedures 37

Other Information

Item 9B. Other Information 38

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 38 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 38

Executive Compensation

Item 11. Executive Compensation 42

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 46

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 47

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 49 PART IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 50

Form 10-K Summary

Item 16. Form 10-K Summary 51 i NOTE REGARDING REFERENCES TO OUR COMPANY Throughout this Form 10-K, the words "we," "us," "our," the "Company" and "Awaysis" refer to Awaysis Capital, Inc., a Delaware corporation, and, unless the context otherwise requires, our directly and indirectly wholly owned subsidiaries. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements. Forward-looking statements convey management's expectations as to the future of Awaysis, and are based on management's beliefs, expectations, assumptions and such plans, estimates, projections and other information available to management at the time Awaysis makes such statements. Forward-looking statements include all statements that are not historical facts and may be identified by terminology such as the words "outlook," "believe," "expect," "potential," "goal," "continues," "may," "will," "should," "could,", "would", "seeks," "approximately," "projects," predicts," "intends," "plans," "estimates," "anticipates" "future," "guidance," "target," or the negative version of these words or other comparable words, although not all forward-looking statements may contain such words. The forward-looking statements contained in this Annual Report on Form 10-K may include statements related to Awaysis' revenues, earnings, taxes, cash flow and related financial and operating measures, and expectations with respect to future operating, financial and business performance, and other anticipated future events and expectations that are not historical facts. Risks that there may be significant costs and expenses associated with liabilities related to the development of its business that were either unknown or are greater than those anticipated at the time of the acquisition of its assets; Risks that Awaysis may not be successful in integrating new properties into all aspects of our business and operations or that the integration will take l

Properties

Properties Awaysis Casamora Assets On June 30, 2022, we closed on the acquisition of certain real estate assets in San Pedro, Belize (the "Awaysis Casamora Assets"), pursuant to a series of Agreements of Purchase and Sale, dated April 15, 2022. The total consideration paid by us for the properties of a Purchase Money Mortgage of $2.6 million at 0% interest rate, payable on demand, a Purchase Money Mortgage of $280,000 at 0% interest rate that was paid on August 8, 2022 and 56.8 million shares of the Company's Common Stock based on a per share price equal to the market price on the date of appraisal of $0.150. As the first acquisition by the Company in Belize and an important milestone, the Company is rebranding the Awaysis Casamora Assets, so it is easily identifiable as an Awaysis property and align seamlessly with its strategy of creating a network of Awaysis residential enclave communities. 7 The Awaysis Casamora Assets are located in San Pedro, Belize, minutes away from the town core, and is a 2.5 acres site with 300 feet of beach frontage overlooking the reef that is less than a mile offshore. The property is expected to feature 30 renovated 1-, 2- & 3- bedroom privat

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