18. CONVERTIBLE NOTES PAYABLE – RELATED PARTIES

As of June 30, 2026, and 2025, the balance of convertible notes payable – related party was $1,550,535, and $1,837,278, respectively.

On June 26, 2024, the Board approved a $1.1 million convertible bridge loan to the Company by Harthorne, bearing an annual interest rate of 12%. The note was originally due on June 19, 2025, unless sooner paid in full or converted in accordance with the terms of conversion at $0.30 per share.

On September 16, 2025, the maturity date of this note was extended to November 30, 2025. Effective February 3, 2026, the maturity date of this note was extended to February 28, 2026. Effective May 11, 2026, the maturity date of this note was extended to June 15, 2026. Effective June 15, 2026, the maturity date of the note was extended to December 8, 2026, or the uplisting to the NYSE American.

 SCHEDULE OF CONVERTIBLE NOTES PAYABLE

On December 20, 2024, the Company executed a convertible note payable to Michael Singh, Co-Chief Executive Officer and significant shareholder, for the purchase of the stocks of Awaysis Belize Limited and Chial Mountain Limited in the amount originally stated at $1,600,000 subject to true up of the purchase price in subsequent periods, and currently adjusted to $295,458 to account for current approximate appraisal. This note carries interest at 3.5% and is also subject to the valuation true-up. On October 28, 2025, the Company amended 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 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 further 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.

 SCHEDULE OF CONVERTIBLE NOTES PAYABLE

On May 21, 2025, the Company entered into a Convertible Promissory Note with Andrew Trumbach, the Company’s Co-CEO and CFO as the lender, which memorialized a $150,000 loan and loan terms. The amount borrowed was provided by Dr. Trumbach to the Company on April 10, 2025. Interest on the loan is 12% per annum, payable, with the principal and all fees, costs and expenses then due under the note, on October 10, 2025. The note is convertible into the common stock of the Company, in whole or in part, at the option of Dr. Trumbach at any time prior to its maturity date, at an exercise price per share of $0.16. The Company is using the proceeds from the loan for working capital and general corporate purposes. On October 10, 2025, the maturity date of the note was extended to November 30, 2025. Effective February 3, 2026, the maturity date of the note was extended to February 28, 2026. Effective May 11, 2026, the maturity date of the note was extended to June 15, 2026. Effective June 15, 2026, the maturity date of the note was extended to December 8, 2026.

 SCHEDULE OF CONVERTIBLE NOTES PAYABLE