Awaysis Capital, Inc.

Awaysis Capital, Inc.

Overview

Awaysis Capital, Inc. is a real estate management and hospitality company focused on the acquisition, redevelopment, ownership, sale, and management of residential vacation properties and resort communities in travel destinations. Its core activities include development and management of vacation accommodations, short-term and long-term rentals, and related hospitality and property management services.

Operational footprint

• Primary geography: Belize, with operations in San Pedro, Ambergris Caye.
• Activities in the Cayo District have been paused pending an unwind/divestiture process for those assets.
• The company has identified prior opportunities in the Caribbean, Europe, South America, and the United States but has no active commitments in those regions.
• As of the filing date, the company had not committed to new acquisition targets since September 2025.

Business strategy and operating priorities

• Complete and commercialize the Casamora property to generate recurring hospitality, booking, and rental revenues.
• Manage construction expenditures and preserve capital.
• Grow through a mix of Company-owned accommodations and third-party units participating in Company-managed booking programs.
• Anticipated revenue streams:
  • Real estate sales of developed residential units
  • Management services for hotels/resorts and HOA-like services
  • Booking revenue from short-term and long-term stays for owned and managed units, and management fees for third-party units

Key properties and assets

Awaysis Casamora (San Pedro, Belize)

• Site: 2.5 acres with roughly 300 feet of beach frontage overlooking the reef.
• Four components:
  • Oceanfront Condominium Complex: 20 two-bedroom/ two-bath units; 12 units identified as available for resale; units ~1,400 interior sq ft plus ~250 sq ft balconies; ongoing renovation and interior finishing.
  • Amenities Building (≈10,000 sq ft): Renovated and leased to a third-party tenant (initial $13,000/month) through June 30, 2027; an additional three-story mixed-use portion leased at $5,500/month under similar terms.
  • Waterfront Villas: Two two-story villas (north villa with four 1-bedroom units; south villa with a 1-bedroom ground unit and a 3-bedroom/3-bath upper unit); renovations underway.
  • Three-story Mixed-Use Building: Ground-floor office, second-floor residential/permits, and a furnished 3-bedroom penthouse; rental arrangements in place to generate recurring income.
• Remaining development costs were previously estimated at about $3.015 million (≈$2.5 million for the condo component, ≈$515,000 for waterfront villas). Actual costs and completion schedules depend on financing and contractor estimates.
• As of the filing, six units were identified as available for sale or booking (four owned by the Company, two managed for third-party owners).

Chial Reserve (Macal River Valley, Cayo District, Belize)

• 63-acre site acquired with resort development assets, including seven completed two-bedroom villas; six villas participate in the Company’s rental program; site includes restaurant/café facilities and infrastructure.
• Original plan included expansion (additional villas and wellness facilities), but the Board approved pursuing a divestiture/unwind of the Chial assets to reduce indebtedness and capital commitments.
• The Board authorized pursuing the unwind on October 9, 2026, with completion expected within roughly 60 days after approval, subject to definitive agreements and regulatory approvals.
• In June 2025, the Company acquired an additional ~50-acre parcel adjacent to Chial Reserve for approximately $250,000; a remaining ~107-acre portion could not be delivered with clear title and was not completed.

Development status and financing

• The Casamora development schedule depends on available financing and construction budgets; management plans to complete select renovations and expand rental revenue as financing permits.
• The Company is pursuing an unwind/divestiture of Chial Reserve acquisition-related indebtedness; completion and final terms remain subject to definitive agreements and regulatory approvals.
• Notable indebtedness and financing arrangements:
  • Belize Bank construction facility: approximately $2,000,000 plus $51,500 in fees, 8% interest, maturing September 30, 2036; first six months interest-only; secured by Casamora assets.
  • Affiliate financing (BOS Investment Inc., affiliate of Co-CEO Michael Singh): approximately $3.3 million, 3.5% interest, secured by substantially all assets; maturities tied to the December 8, 2026 date or to an uplisting to NYSE American.
  • Total affiliate-related indebtedness reported in excess of $6.4 million.
  • Promissory notes tied to the Chial Reserve acquisition:
    • Secured promissory note originally $1.5 million with no stated interest
    • Senior convertible promissory note originally $1.6 million bearing 3.5% interest (balance trued up to $300,535 as of June 30, 2026)
  • Convertible promissory note with Andrew Trumbach (Co-CEO and CFO): $150,000, 12% interest, maturity December 8, 2026; convertible into common stock at $0.16 per share.

Financial snapshot (as of June 30, 2026)

• Cash and liquidity: approximately $380,773
• Total current liabilities: approximately $11,056,451
• Net losses:
  • Fiscal year 2026: $2,586,639
  • Fiscal year 2025: $2,724,941
• Accumulated deficit:
  • June 30, 2026: $17,917,948
  • June 30, 2025: $15,331,309

Employees and ownership

• Employees: 20 total, including 4 executives
  • 3 employees based in the United States
  • 17 employees based in Belize (12 in Chial Reserve operations, 4 in Awaysis Casamora operations, 1 executive among Belize staff)
• Public company status and ownership:
  • Listed on OTC markets (OTCID) with plans to uplist to a national exchange (NYSE American)
  • Insiders (Harthorne Capital, Michael Singh, and Andrew Trumbach) own approximately 65% of outstanding common stock, giving them substantial influence over corporate actions
  • The company acknowledges penny stock considerations and ongoing public-company compliance costs (Sarbanes-Oxley, Dodd-Frank, and related obligations)

Operations and customer engagement

• Sales and occupancy: Units in Casamora are marketed for sale or booked for short-term and long-term stays, including units owned by third parties that participate in the Company’s management and booking programs.
• Management and bookings: The Company provides management services for resorts it owns and for third-party units; bookingproceeds and management fees are governed by individual agreements.
• Marketing and distribution: The Company uses direct marketing and a licensed distribution network; owner financing is offered on sales (up to 50% of the purchase price, with the balance financed by a mortgage to Awaysis).

Regulatory and risk considerations

• Units offered by the Company may be subject to scrutiny under securities laws; the Company currently believes certain offerings do not constitute securities, but outcomes will depend on structuring and regulation.
• The business requires ongoing capital to fund development and service debt given current losses and liquidity constraints.
• The Chial Reserve unwind or divestiture could materially affect the Company’s assets, liabilities, staffing, and future operations.

Contact and branding

• Headquarters: 3400 Lakeside Drive, Suite 100, Miramar, FL
• Website: www.awaysisgroup.com (website content is not incorporated by reference in the report)