v3.26.3
SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Jun. 30, 2026
Accounting Policies [Abstract]  
SIGNIFICANT ACCOUNTING POLICIES

2. SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

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

 

Principles of Consolidation

 

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

 

 

The Company operates as a single operating segment engaged in hospitality and real-estate development activities based in Belize. All material revenues and assets are attributable to operations in Belize. The Company has no active operations, revenues, or assets located in the United States other than its main corporate offices that is a licensed real estate brokerage corporation. Although the Company generates revenue from multiple sources, including real estate sales, short-term rental operations, property and resort management services, homeowners’ association management, brokerage activities, and related hospitality services, these activities are integrated components of a unified residential-resort development and management platform. The services share similar economic characteristics, including customer base, pricing structures, regulatory environment, operating risks, long-term margin profiles, and asset utilization.

 

Accordingly, management has determined that separate segment or geographic disclosures are not required under ASC 280, Segment Reporting, as the Company’s activities represent a single reportable segment based on the following:

 

  ● All operations are managed on a consolidated basis by the Company’s chief operating decision maker,
  ● Financial information is reviewed on an aggregate basis,
  ● Revenue streams are operationally integrated and interdependent,
  ● Assets are deployed collectively to support a unified hospitality platform.

 

Although the Company generates revenue from multiple sources, these activities are not managed or evaluated as separate business units.

 

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

 

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

 

Original Purchase Price Allocation to Assets Acquired and Liabilities Assumed

 

Asset Class     
Cash  $18,699 
Inventories   533,050 
Mortgage receivable   499,437 
Property and equipment   739,221 
Site development   951,850 
Land   1,641,660 
Escrow deposit   81,498 
Total asset Acquired  $4,465,415 
Due to related parties  $4,465,415 
Net assets acquired  $- 

 

The aggregate estimated purchase price of the Chial Reserve Assets was $5,500,000, which was subsequently adjusted to approximately $4,465,415 based on a third-party appraisal of the property consisting of: (i) $2,400,000 adjusted to $2,378,137 in cash paid at closing; (ii) $1,500,000 secured promissory note, dated December 21, 2024 and as amended on April 14, 2025, between the Company and Michael Singh, which bears no interest and has a maturity date on the earlier of August 31, 2025 or the up-listing of the Company to the NYSE American; and (iii) a $1,600,000 senior convertible promissory note dated December 20, 2024 adjusted to $587,278 to account for current approximate appraisal, between the Company and Michael Singh, as amended, bearing interest at 3.5% per annum and maturing on August 31, 2025. On August 30, 2025, the Company was granted a waiver of the impending maturity date. Following the waiver, the parties agreed to work in good faith to negotiate subsequent amendments to the promissory notes. On October 28, 2025, the Company and Mr. Singh further amended the promissory notes to extend the maturity date to the earlier of November 30, 2025 or the up listing of the Company to the NYSE American. Effective February 3, 2026, the Company amended the maturity date to the earlier of February 28, 2026, or the uplisting of the Company to the NYSE American. As of June 30, 2026, the balance was trued-up to $300,535 due to villa sales and acquisition cost adjustments Effective May 11, 2026, the Company amended the maturity date to the earlier of June 15, 2026, or the uplisting of the Company to the NYSE American. Effective June 15, 2026, the maturity date of the note was extended to December 8, 2026, or the uplisting to the NYSE American

 

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

 

 

As of the date the financial statements were issued, the appraisal and any related purchase price adjustment had not been finalized. Accordingly, no adjustment has been made to the carrying amounts of the related assets or liabilities as of June 30, 2026. Management will evaluate the outcome of the appraisal and any resulting modification to the purchase price in the period in which it becomes known.

 

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

 

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

 

Use of Estimates

 

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

 

Cash and Cash Equivalents

 

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

 

Fair Value Measurements

 

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

 

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

 

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

 

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

 

Our financial accounts consist of accounts payable, notes payable, notes payable related parties, mortgage receivables, and construction loan. The carrying amounts of accounts payable approximate their fair values due to their short-term maturities. The carrying amount of notes payable, note payable - related party, mortgage receivables, and construction loan also approximates its fair value because the underlying fixed interest rates approximate current market rates available to the Company for debt with similar terms and remaining 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.

 

During the fiscal year ended June 30, 2026, certain accrued compensation obligations owed to executive officers were partially satisfied through the offset of related-party balances and allocations totalling approximately $730,769. These transactions were non-cash in nature and therefore excluded from the consolidated statement of cash flows.

 

 

Fixed Assets

 

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

 

When a property is substantially completed and held for rental, it transitions from being considered a development project (inventory - construction 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 inventory - construction in progress. Finished Units held for sale are classified as inventory – finished goods; units held for rental are reclassified to fixed assets upon stabilization.

 

The classification of completed real estate units as either inventory or fixed assets is based on management’s intent at the time the property is substantially completed.

 

Properties intended for sale in the ordinary course of business are classified as inventory. Properties intended to be held and utilized in the Company’s hospitality operations, including short-term rental programs, are classified as fixed assets upon stabilization.

 

Management evaluates intent based on several factors, including:

 

  ● marketing and sales activity,
  ● operational deployment within rental programs,
  ● contractual commitments with third-party buyers,
  ● and expected holding period.

 

Such determinations require judgment and may change based on evolving business strategies and market conditions.

 

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

 

As of the fiscal year ended June 30, 2026, we were party to an operating lease agreement which commenced during the fiscal year ended June 30, 2023. See Note 22 below for details of lessee leases.

 

Beneficial Conversion Features

 

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

 

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

 

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

 

Management concluded that the conversion features do not require bifurcation as derivative instruments because (i) the instruments are indexed solely to the Company’s common stock, (ii) settlement is required to occur through the issuance of a fixed number of shares or shares based on a standard market price formula with no cash settlement alternative, (iii) the Company has sufficient authorized and unissued shares to settle the instruments, and (iv) the notes do not contain down-round protection, reset, or other provisions that could result in variability inconsistent with equity classification. Accordingly, the convertible notes are accounted for as single liability instruments with no separate derivative liability recognized.

 

Foreign Currency

 

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

 

Assets and liabilities of foreign subsidiaries whose functional currency is not the U.S. dollar are translated into U.S. dollars using the exchange rate in effect at the balance sheet date. Income and expense accounts are translated at average exchange rates for the reporting period. Because the Belize dollar maintains a fixed 2:1 peg to the U.S. dollar, translation adjustments arising from the consolidation of Belize subsidiaries are generally minimal.

 

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

 

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

 

 

Income Taxes

 

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

 

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

 

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

 

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

 

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

 

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

 

Revenue Recognition

 

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

 

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

 

Step 1: Identify the contract(s) with customers

 

Step 2: Identify the performance obligations in the contract

 

Step 3: Determine the transaction price

 

Step 4: Allocate the transaction price to performance obligations

 

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

 

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

 

The Company currently generates revenue primarily from short-term rentals of both sold and unsold inventory at its owned and managed resort. As villa construction and development conclude, the Company will expand its revenue stream through outright villa sales. These sales will, in turn, seed and expand our long-term primary engine: a growing pool of managed short-term rental units.

 

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

 

Revenue from the sale of residential villas is recognized at a point in time when control of the property transfers to the buyer. Control typically passes at the closing date when physical possession is delivered, and the buyer assumes the risks and rewards of ownership. Legal title retained on financed sales serves solely as protection against non-payment and does not prevent control from transferring to the buyer at closing.

 

For transactions involving financing (e.g., mortgages receivable), revenue is recognized at closing only if a substantive contract exists and collection of the transaction price is determined to be probable. If collection is not deemed probable, cash received is recorded as a deposit liability on the balance sheet until the criteria for revenue recognition are met.

 

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

 

 

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

 

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

 

Real Estate Brokerage Services

 

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

 

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

 

Homeowners’ Association Management Services

 

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

 

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

 

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

 

Homeowner Maintenance Services

 

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

 

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

 

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

 

Inventory

 

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

 

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

 

Impairment Testing (ASC 330)

 

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

 

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

 

 

Financial Instruments

 

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

 

  ● Level 1: Quoted prices for identical assets and liabilities in active markets.
  ● Level 2: Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
  ● Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

The carrying amounts of financial instruments including cash, accounts payable, notes payable, notes payable – related party, loans and mortgage receivables, approximated fair value as of June 30, 2026, and 2025. The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts payable, and accrued liabilities, approximate their fair values due to their short-term nature. The specific valuation bases and structural characteristics for other classes of financial instruments are as follows:

 

●Financial Assets:

 

○Mortgage Notes Receivable: The carrying value of these receivables approximates fair value as they reflect recent market transactions and are evaluated periodically for credit risk, collectability, and the underlying value of the retained real estate collateral.

 

●Financial Liabilities:

 

○Variable-Rate Debt Obligations: The carrying value of these obligations approximates fair value because the underlying interest rates adjust dynamically with prevailing market indices.
   
○Fixed-Rate Related Party Debt Obligations: These obligations carry a fixed interest rate of 3.5%, which is currently below prevailing market rates. The fair value is estimated by discounting expected future cash flows using current market interest rates for similar debt instruments with comparable maturities (Level 2/3 inputs).
   
○Non-Interest-Bearing Demand Obligations: These obligations are non-interest-bearing and feature an on-demand repayment provision. Due to this immediate demand feature, the carrying amount approximates the fair value at the amount payable upon settlement.

 

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 June 30, 2026, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements, except for following:

 

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