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STOCKHOLDERS’ EQUITY (DEFICIT)
12 Months Ended
Jun. 30, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY (DEFICIT)

25. STOCKHOLDERS’ EQUITY (DEFICIT)

 

Preferred Stock

 

As of June 30, 2026, we were authorized to issue 25,000,000 shares of preferred stock with a par value of $0.01.

 

No shares of preferred stock were issued and outstanding during the fiscal years ended June 30, 2026 or 2025.

 

Common Stock

 

As of June 30, 2026, we were authorized to issue 1,000,000,000 shares of common stock with a par value of $0.01, of which 409,386,192 shares of common stock were issued and outstanding and 54,135 shares of common stock were subscribed, contractually obligated and committed to be issued but not yet issued.

 

During the fiscal year ended June 30, 2026, the Company issued 24,209,448 common shares in the amount of $2,986,244, and had common shares subscribed of 54,135 in the amount of $2,167. The company cancelled a common stock subscription for the purchase of 943,000 shares in the amount of $943,000 as it was determined to be uncollectible. The cancellation was recorded as direct reduction to subscribed common stock, APIC, and subscription receivable.

 

Of the 24,209,448 shares issued during the fiscal year ended June 30, 2026, the Company issued 22,167,628 common shares for equity compensation of officer salaries in the amount of $2,660,115, issued 1,164,582 common shares for payment of professional services in the amount of $146,126, and issued 877,238 restricted stock shares in the amount of $180,003. Included in the restricted shares issued is 760,371 shares issued in the amount of $159,678 related to note interest converted to shares.

 

The Company reported 54,135 shares subscribed for professional services in the amount of $2,167 as compensation for professional services.

 

During the fiscal year ended June 30, 2025, the Company issued 1,218,146 common shares in the amount of $410,769, From this amount, the Company issued 467,333 shares for payment of professional services in the amount of $248,518, and issued 750,813 restricted stock shares in the amount of $162,251.

 

Stock-based compensation of $248,518 was issued for services during the fiscal year ended June 30, 2025, and is included in the General and Administrative expenses in the Consolidated Statements of Operations.

 

As of June 30, 2025, the Company has entered into subscription agreements with investors in a private offering, for 943,000 shares, at a price per share of $1.00 for $943,000, and has a subscription receivable in the Consolidated Balance Sheet. As of June 30, 2026, the company cancelled a common stock subscription for the purchase of 943,000 shares in the amount of $943,000 as it was determined to be uncollectible. The cancellation was recorded as direct reduction to subscribed common stock, APIC, and subscription receivable

 

The Company has the following potentially dilutive debt or equity instruments which were issued or outstanding as of the year ended June 30, 2026, or for the year ended June 30, 2025:

 

  ● 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 this note has been extended to November 30, 2025. Effective February 3, 2026 this note has been extended to February 28, 2026. Effective May 11, 2026 this note has been extended to June 15, 2026. Effective June 15, 2026, this note has been extended to December 8, 2026.

 

 

  ● 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 Company amended the maturity date to the earlier of December 8, 2026, or the uplisting of the Company 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 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.

 

  ● On May 21, 2025, the Company entered into a Convertible Promissory Note payable to 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 any 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, this note has been renewed to November 30, 2025. Effective February 3, 2026, the maturity date was amended to February 28, 2026. Effective May 11, 2026, the maturity date was amended to June 15, 2026. Effective June 15, 2026, this maturity date was amended to December 8, 2026.

 

The Company has not declared or paid any dividends or returned any capital to common stock shareholders as of June 30, 2026, and 2025.

 

In periods where the Company reports a net loss, all potentially dilutive securities – including stock options and convertible notes – are anti-dilutive and therefore excluded from the calculation of diluted loss per share.

 

Warrants

 

No warrants were issued or outstanding during the twelve months ended June 30, 2026, or 2025.

 

Stock Options

 

On February 13, 2023, certain executive employment agreements contemplated the issuance of options to purchase an aggregate of 22,500,000 shares of the Company's common stock at an exercise price equal to the fair market value of the common stock on the applicable grant date.

 

The employment agreements expressly provide that the granting of stock options or other equity compensation is conditional upon written approval by the Company's Board of Directors together with any required stockholder approval.

 

The Company has determined that the required Board or committee approval was never given. Accordingly, the contemplated stock option awards were not formally granted or issued pursuant to the employment agreements, and the contractual provisions specifying immediate vesting upon grant were not triggered.

 

Management has therefore concluded that no grant date was established for these contemplated awards under ASC 718.  In addition, there is no intensive value to the shares based on the date 02/13/2023 the options were authorized but not granted as the shares were the same price at .32 as the exercise price.

 

Subject to confirmation that no separate pre-grant share-based payment or other compensation obligation arose, the Company has determined that no stock option compensation expense is required in connection with these contemplated awards, and no retrospective adjustment to previously issued financial statements is necessary.

 

No stock options were granted or outstanding pursuant to these arrangements as of June 30, 2026 or June 30, 2025.