AWCA

MKT CAP $14.3MP/E —DIV YIELD —FCF YIELD —REV TTM $1.3M +371.3%NET INCOME −$2.6MNET CASH —52W 0.02 – 0.24SEC XBRL · TTM TO Invalid Date

How AWCA rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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These risks include, but are not limited to, the following: Risks Relating to our Business and Finances ● We are a development stage company with a limited operating history and have not yet achieved profitability, making it difficult for you to evaluate our business and your investment. ● We have only recently established any material and recurring revenues or operations, and there can be no assurance that we will realize our plans on our projected timetable (or at all) in order to reach sustainable or profitable operations. ● We have incurred net losses of $2,724,941 and $7,056,911 for the fiscal years ended June 30, 2025 and 2024, respectively, and we anticipate that we will continue to incur significant losses for the foreseeable future, and even as we commence generating material and recurring revenue, we may never achieve or maintain profitability.
We had an accumulated deficit of $15,331,309 and $12,606,368 as of June 30, 2025 and 2024, respectively. ● We are dependent on management.
Failure to retain and recruit, or failure to manage succession of, key personnel could have an adverse impact on our future performance. ● Failure to properly estimate the risks, time and cost involved in a project or delays in completion may lead to cost overruns and affect our financial conditions and any profitability. ● We are subject to significant accounts payable and other current liabilities. ● We may not have sufficient liquidity to repay certain outstanding promissory notes at maturity, which could result in the loss of properties and related assets securing those notes. ● The expansion of our operations can have a significant impact on our profitability. ● Our financial success is dependent on general economic conditions. ● Our operating results are subject to significant fluctuation based on seasonality and other factors.
Risks Relating to our Properties ● Our success will partially depend upon the acquisition and re-development of hospitality properties in varying stages of development, and we may be unable to consummate acquisitions on advantageous terms, the acquired properties may not perform as expected, or we may be unable to efficiently integrate assets into our existing operations. ● Investors are reliant on management’s assessment, selection, and development of appropriate properties. ● Our profitability may be impacted by delays in the selection, acquisition and development of properties. ● Our business is affected by macroeconomic conditions, including rising inflation, interest rates and supply chain constraints. ● Supply chain disruptions could create unexpected renovation or maintenance costs or delays and/or could impact our development projects, any of which could adversely impact our results of operations. ● We may be unable to sell a property if or when we decide to do so, including as a result of uncertain market conditions, which could adversely affect our ability to respond to market conditions. ● We may not succeed in creating a portfolio enclave strategy. ● Our properties may be subject to liabilities or other problems. ● The failure to successfully execute and integrate properties that support our planned business model could adversely affect our growth rate and consequently our revenues and results of operations. ● There are significant risks associated with “value-add” and properties in need of re-positioning. ● Uninsured losses relating to real property may adversely affect our performance. ● Competition for real property to grow our business may increase costs and reduce returns. ● Environmental regulations and issues, certain of which we may have no control over, may potentially impose liability and adversely impact our business. ● Real estate may develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem. ● Terrorist attacks or other acts of violence or war may adversely affect our industry, operations, and profitability. ● Our international operations subject us to additional costs and risks, which could adversely affect our business, financial condition, and results of operations. ● We will be subject to risks related to the geographic locations of the properties we develop and manage. ● We are subject to significant government regulations, which could adversely affect our business, financial condition, and results of operations. ● Weather events, natural disasters and other events beyond our control could adversely affect our business. ● There may be several conflicts of interest that arise as we implement our business plan. ● The units we offer may be subject to regulatory scrutiny under federal or state securities laws.
Risks Related to Being a Public Company ● We will incur increased costs as a result of operating as a public company listed on NYSE American, and our management will devote substantial and increased time to comply with our public company responsibilities and corporate governance practices. ● Our management team has limited experience managing a public company and no experience managing a public company listed on a national securities exchange. ● We have been unable to maintain effective disclosure controls and procedures, which could result in our stock price and investor confidence being materially and adversely affected.
Risks Relating to our Common Stock ● There is a limited trading market for our Common Stock, which could make it difficult for you to liquidate an investment in our Common Stock, in a timely manner. ● The market price and trading volume of our Common Stock may be volatile, which may adversely affect its market price. ● Your interest in us may be diluted if we issue additional shares of Common Stock. ● The sale of our Common Stock may cause its market price to drop significantly, regardless of the Company’s performance. ● We may not be able to satisfy listing requirements of the NYSE American or obtain or maintain a listing of our Common Stock on the NYSE American. ● Our Common Stock is subject to the “penny stock” rules of the SEC, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock. ● We are a “controlled company” within the meaning of the NYSE American listing standards and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements.
Although permitted, the absence of a majority of independent directors, an independent compensation committee, and an independent nominating committee may adversely impact investor confidence and reduce oversight of management decisions.
Investors should carefully consider that our corporate governance structure may provide less protection than that afforded to stockholders of companies with independent boards. ● Certain of our executive officers and directors, through their direct and indirect ownership of Common Stock, can substantially influence the outcome of matters requiring shareholder approval and may prevent you and other stockholders from influencing significant corporate decisions, which could result in conflicts of interest that could cause the Company’s stock price to decline. ● Anti-takeover provisions in the Company’s charter and bylaws under Delaware law may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of the Company difficult. ● Investments in our Common Stock may provide you with limited rights, and we do not expect to pay cash dividends in the short term. ● We qualify as a smaller reporting company within the meaning of the Securities Act, and we take advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
(the “Company”, “we”, “us” or “our”) is real estate management and hospitality company focused on acquisition, redevelopment, sales, and managing bookings and rentals, of residential vacation home communities in desirable travel destinations.
We seek to create value through the targeting and acquisition, development, and up-cycling, rebranding, and repositioning of currently undervalued operating and shovel ready residential/resort communities in global travel destinations, with the intention to relaunch these assets under the “Awaysis” brand with the goals of creating a network of residential and resort enclave communities in the Caribbean, Europe, South America and the United States, that will optimize sales, hospitality, and management revenues for our company, while providing the potential for home owners to retain our services to manage any bookings of their units for third-party short or long term stays, and provide exceptional vacation experiences to travelers.
We seek to capitalize on these trends by transforming resort properties in desirable locations into convenient enclaves that facilitate this type of travel or residency.
At least initially, we are seeking to develop resorts that have not been completed nor have a significant prior operational history.
As such, we intend to purchase the real estate underlying the planned community and finish the development, then, depending on the property, we would either sell the finished individual units to buyers, or we would retain ownership of the finished individual units and market them for short or long term hotel/resort stays.
Individual units sold to third-party buyers can then be used by them for their personal use or in their sole discretion from time to time, book for third party short or long term stays, either managed by us or through other arrangements in compliance with local law.
In addition, we would own and manage the common areas of each community, including any areas devoted to restaurants/bars, pools, retail, spas and fitness centers, some of which we may determine to outsource to third parties at prevailing market rates.
We do not have a limit on the number of units or other parts or amenities of a particular community that we will sell, lease or retain, nor do we have a percentage limit to the amount of revenues generated by the units we do retain, and in such cases, will be a result of market forces from time to time.
Any revenue we generate from a particular unit owned by a third party who opts to retain us to manage bookings of their unit will be split between us and the individual owner of the unit, pursuant to a separate agreement between us.
All third party owners of units have the option to rent out their units, subject to local laws, such as laws of Belize that require that all such bookings are processed through an entity with a Belize hotel license.
To the extent an owner of a unit wishes to retain us to manage bookings of their unit, we will have an exclusive agreement for the term of the agreement with the individual owners or, where applicable, the homeowners association, which specifies our fees.
Each month, we intend to reconcile bookings and fee allocations for each individual owner.
Any bookings income due to an owner is segregated and subsequently distributed to them in accordance with the terms of their particular agreement.
We intend to offer for sale, or as short or long term bookings, the finished units in any and all jurisdictions that permit such offers.
To date, we are making such offers through our website at www.awaysisgroup.com, on-line multiple listing services, and other licensed direct booking channels.
We are not presently aware of any jurisdictional limits on the offer of these properties in the jurisdictions we are targeting to offer our investors for sale or rent.
While our current properties are located in Belize, the offer and sale of these properties, as well as the related management arrangements, may take place both in Belize and in the United States, subject to compliance with applicable laws and regulations in each jurisdiction.
Additionally, we are a licensed hotel operator in Belize and maintain compliance with applicable laws and regulations administered by the Belize Tourism Board and other relevant governmental authorities.
Our operations are subject to the requirements of the Belize Hotels and Tourist Accommodation Act and related regulations, which govern the licensing, classification, and operation of hospitality establishments throughout the country.
Recent Developments Line of Credit Between November 15, 2024 and December 20, 2024, the Company borrowed an aggregate of $3,000,000, evidenced by a Secured Promissory Note, dated December 1, 2024, under a planned committed line of credit with BOS Investment Inc. to borrow up to an aggregate of $5,000,000.
BOS is an affiliate of Michael Singh, the Company’s Co-CEO.
The Company used a portion of the proceeds from the loan for the acquisition of an additional operating property in Belize from Chial Mountain Ltd., another affiliate of Mr.
Singh, and expects to use additional proceeds for other targeted acquisitions, and to further develop the Company’s Awaysis Casamora Assets.
Interest on the note portion of the loan is 3.5% per annum (subject to late payment penalties).
On April 22, 2025, the parties entered into an amendment to the secured promissory note, to provide that principal and interest shall be due on June 1, 2025.
On June 30, 2025, the parties subsequently amended the secured promissory note to extend the maturity date to August 31, 2025.
Singh and BOS granted the Company a waiver of the impending maturity date.
Following the waiver, the parties agreed to work in good faith to negotiate subsequent amendments to the secured promissory note.
On October 28, 2025, the Company and BOS further amended the secured promissory note to extend the maturity date to November 30, 2025.
The note is secured by a first priority lien on substantially all of the assets of the Company and contains customary events of default, which entitle BOS, among other things, to accelerate the due date of the unpaid principal and accrued and unpaid interest of the note.
Additional definitive documentation regarding the line of credit has not yet been negotiated or entered into.
However, the Company expects the note will be rolled into the definitive documents relating to the full line of credit once finalized and executed.

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Gone since FY2024

These risks include, but are not limited to, the following: ● We are a development stage company with a limited operating history and have not yet achieved profitability, making it difficult for you to evaluate our business and your investment. ● Since inception of our new business model, we have not established any material and recurring revenues or operations that will provide financial stability in the long term or achieve profitability, and there can be no assurance that we will realize our plans on our projected timetable (or at all) in order to reach sustainable or profitable operations. ● We have incurred net losses to date, we anticipate that we will continue to incur significant losses for the foreseeable future, and even if we were to generate revenue, we may never achieve or maintain profitability.
We had a net loss of $7,093,476 and $4,295,446 for the fiscal years ended June 30, 2024 and 2023, respectively, and as of June 30, 2024 and 2023, we had an accumulated deficit of $12,642,933 and $5,549,457, respectively. ● We are dependent on management; ● The expansion of our operations can have a significant impact on our profitability; ● Our financial success is dependent on general economic conditions; ● Our operating results are subject to significant fluctuations; ● Our proposed objectives are capital intensive and subject to change; ● There is a limited trading market for our common stock, which could make it difficult for you to liquidate an investment in our common stock, in a timely manner; ● Our success will partially depend upon the acquisition and re-development of hospitality properties in varying stages of development, and we may be unable to consummate acquisitions on advantageous terms, the acquired properties may not perform as expected, or we may be unable to efficiently integrate assets into our existing operations; ● Investors are reliant on management’s assessment, selection, and development of appropriate properties; ● We face significant competition that may increase costs; ● Our profitability may be impacted by delays in the selection, acquisition, and re-development of properties; ● Supply chain disruptions could create unexpected renovation or maintenance costs or delays and/or could impact our development projects, any of which could adversely impact our results of operations. ● Our properties may be subject to environmental laws and regulations that have the potential to impose liability; ● We may be unable to sell a property if or when we decide to do so, including as a result of uncertain market conditions, which could adversely affect our ability to respond to market conditions; ● We may not succeed in creating a portfolio enclave strategy; ● Our properties may be subject to liabilities or other problems; ● The failure to successfully execute and integrate properties that support our planned business model could adversely affect our growth rate and consequently our revenues and results of operations; ● There are significant risks associated with “value-add” and properties in need of re-positioning; ● Uninsured losses relating to real property may adversely affect our performance; ● Competition for investment assets may increase costs and reduce returns; ● Environmental regulations and issues, certain of which we may have no control over, may adversely impact our business; ● Real estate may develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem; ● Terrorist attacks or other acts of violence or war may adversely affect our industry, operations, and profitability; ● We will be subject to risks related to the geographic locations of the properties we develop and manage; ● There may be several conflicts of interest that arise as we implement our business plan; ● The market price and trading volume of our common stock may be volatile, which may adversely affect its market price; ● Your interest in us may be diluted if we issue additional shares of common stock. ● The sale of our common stock may cause its market price to drop significantly, regardless of the Company’s performance. ● We cannot assure you that our common stock will become listed on a national securities exchange and the failure to do so may adversely affect your ability to dispose of our common stock in a timely fashion. ● Our common stock is subject to the “penny stock” rules of the SEC, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock. ● Certain of our executive officers and directors, through their direct and indirect ownership of common stock, can substantially influence the outcome of matters requiring shareholder approval and may prevent you and other stockholders from influencing significant corporate decisions, which could result in conflicts of interest that could cause the Company’s stock price to decline. ● Anti-takeover provisions in the Company’s charter and bylaws under Delaware law may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of the Company difficult ● Investments in our common stock may provide you with limited rights, and we do not expect to pay cash dividends in the short term.
(the “Company”, “we”, “us” or “our”) is a real estate management and hospitality company focused on acquisition, redevelopment, sales, and managing rentals of residential vacation home communities in desirable travel destinations.
We seek to create value through the targeting and acquisition, development, and up-cycling, rebranding, and repositioning of currently undervalued operating and shovel ready residential/resort communities in global travel destinations, with the intention to relaunch these assets under the “Awaysis” brand with the goals of creating a network of residential and resort enclave communities that will optimize both sales and rental revenues, providing attractive returns to owners and exceptional vacation experiences to travelers.
We seek to capitalize on these trends by transforming residential resort properties in desirable locations into convenient enclaves that facilitate this type of travel or residency.
At least initially, our target acquisitions are resorts that have not been completed nor have a prior operational history.
As such we intend to purchase the real estate and finish the development, then we would sell the finished units to individual buyers and put them in a rental pool that we would manage.
The Company seeks to own, grow and manage a stable, cash generating, diversified portfolio of single-family and luxury resort/residence properties in the Caribbean, Europe, South America, and the United States.
Our business strategy entails targeting and identifying undervalued assets in emerging markets located in proximity to high demand travel destinations.
The Company intends to focus these efforts on shovel-ready properties and/or other assets that we believe can be used to optimize sales and rental revenues.
We have currently identified five properties in Belize, all of which are expected to constitute our initial real estate portfolio.
To that effect, on June 30, 2022, we closed on the acquisition of certain real estate assets in San Pedro, Belize (the “Casamora Awaysis Assets”), pursuant to our previously announced series of Agreements of Purchase and Sale, all dated April 15, 2022.
As the first acquisition by the Company in Belize and an important milestone, the Company expects to rebrand the Casamora Awaysis Asset, so it is easily identifiable as an Awaysis Property and fit perfectly with its strategy of creating a countrywide network of Awaysis residential enclave communities in the country.
The Casamora Awaysis Assets is in San Pedro, Belize, minutes away from the town core and is a 22 unit property, representing 45,206 square feet, and is expected to feature a wellness spa and fitness facility, restaurant, executive remote work center, private rooftop lounge, lap pool, beach bar, and waterfront esplanade.
It consists of the following: ● A rectangular shaped parcel with 100.0 feet of street frontage containing a 9,100 sq. ft. two story reinforced concrete building, with 2,173 sq. ft. of basement, a 1,600 sq. ft. porch/deck and a 3,062 sq. ft. terrace.
The plan for this building is to have: (a) on the ground floor, a state-of-the-art fitness facility and wellness spa; (b) on the second floor, an executive conference center, a Yoga/Pilates studio with individual massage rooms associated with a planned wellness spa, and access to the porch/deck; and (c) on the third floor, a members-only roof-top patio and lounge.
The project is targeted for completion by June 2025. ● A rectangular shaped parcel with 100.0 ft. of frontage on the beach reserve and the Caribbean Sea having a total square footage of 13,590 sq. ft.
The lot is elevated, sandy, has a reinforced concrete sea wall and currently contains two double-story concrete buildings.
The northernmost building has four 1-bedroom, 1-bath units, each with a living room, kitchen, and covered porches.
The southernmost building has two 1-bedroom, 1 bath units, each with a living room and kitchen on the ground floor and one 3-bedroom, 2-bath unfinished unit on the second floor, each with their own covered porches.
Currently these existing units, while pending renovations, are available to be rented and generate hospitality revenues.
The plan is to eventually renovate all these units into more modern, luxury boutique waterfront villas.
This project is targeted for completion by June 2024. ● 3,825 sq. ft. of raw open land with 105 feet of street frontage.
Currently there is a main single-level concrete building having dimensions of 14.0 ft. by 14.0 ft. and consisting of a reinforced concrete foundation and reinforced concrete floors.
In addition, there is a wooden bar open area with shade, having dimensions of 14.0 ft. by 16.0 ft., as well a single-level wooden structure having dimensions of 16.0 ft. by 24.0 ft. plus a 10 ft. by 24 ft. front shade that are currently rented by third-party proprietors contributing to the hospitality revenues.
The planned use for this land is expected to serve both the patio extension and parking area for a planned ground floor café. ● 1,717.83 sq. ft. of elevated land containing a three-story concrete building having dimensions of approximately 31.0 ft. by 41.0 ft. plus covered concrete porches on each floor of approximately 15.0 ft. by 18 ft.
The ground floor unit is approximately 80% complete and we have executed a letter of intent from a real estate brokerage firm to lease unit as a sales office.
The second-floor unit is under renovations and is currently planned for residential use as a 2 bedroom, 2 bath unit.
The penthouse unit is a 3-bedroom, 2-bath that we currently plan to remodel with a dining room, living room, kitchen and small balcony facing the ocean.
There is also an open-air patio situated above the covered patio of the penthouse which provides sweeping views of the ocean as well as sunset views over the lagoon side.
This is targeted to be completed by June 2024. ● A four-story condominium complex that sits atop 20,995 sq. ft. of oceanfront land and comprises twenty individual 2-bedroom, 2-bathroom ocean view condo suites of which twelve are owned by Awaysis.
Our units are being fully renovated and targeted for completion by the end of 2024.
Of the remaining eight units that are owned by third-parties, five units are still being renovated while the other three are fully furnished and under rental agreements and Homeowner’s Association (HOA) management agreements with their owners to generate hospitality revenues.
The twelve units owned by Awaysis are further described below: ○ Two 1,380 sq. ft. ground floor units including a covered balcony/porch, the plan of which is to renovate each into a 2-bedroom, 2-bath high-end condominium unit with a living room, dining area and kitchen.
The units have an unobstructed view of the ocean and overlook the pool and main ground garden landscape. ○ Two 1,455 sq. ft. ground floor units including a covered balcony/porch, the plan of which is to renovate each into a 2-bedroom, 2-bath high-end condominium unit with a living room, dining area and kitchen.
The units have an unobstructed view of the ocean and overlooks the pool and main ground garden landscape. ○ A 1,380 sq. ft. second floor unit including a covered balcony/porch, the plan of which is to renovate into a 2-bedroom, 2-bath high-end condominium unit with a living room, dining area and kitchen.
The unit has an unobstructed view of the ocean and overlooks the pool and main ground garden landscape. ○ Three 1,455 sq. ft. second floor units including a covered balcony/porch, the plan of which is to renovate each into a 2-bedroom, 2-bath high-end condominium unit with a living room, dining area and kitchen.
The units have an unobstructed view of the ocean and overlooks the pool and main ground garden landscape. ○ Three 1,455 sq. ft. third floor units including a covered balcony/porch, the plan of which is to renovate each into a 2-bedroom, 2-bath high-end condominium unit with a living room, dining area and kitchen.
The units have an unobstructed view of the ocean and overlooks the pool and main ground garden landscape. ○ A 1,380 sq. ft. third floor unit including a covered balcony/porch, the plan of which is to renovate into a 2-bedroom, 2-bath high-end condominium unit with a living room, dining area and kitchen.
The unit has an unobstructed view of the ocean and overlooks the pool and main ground garden landscape.

and 117 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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