AWCA / Awaysis Capital, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

شركة أواسيس كابيتال
US ˙ OTCPK

الإحصائيات الأساسية
CIK 1021917
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Awaysis Capital, Inc.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
September 5, 2025 DEFR14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) (Amendment No. 1) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) (Amendment No. 1) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information

August 5, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 31, 2025 AWAYSIS CAPITAL, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 31, 2025 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File Nu

August 5, 2025 EX-10.1

AMENDMENT TO AGREEMENT TO SECURED PROMISSORY NOTE

Exhibit 10.1 AMENDMENT TO AGREEMENT TO SECURED PROMISSORY NOTE This Third Amendment to Secured Promissory Note dated July 31, 2025 amends a certain Secured Promissory Note dated December 1, 2024 and its subsequent amendments between BOS Investments Belize, Inc. (“Holder”) and Awaysis Capital, Inc., a Delaware corporation (“Borrower”). WHEREAS Holder and Borrower have entered into a secured promiss

July 2, 2025 EX-10.1

SECOND AMENDMENT TO SECURED PROMISSORY NOTE

Exhibit 10.1 SECOND AMENDMENT TO SECURED PROMISSORY NOTE This Second Amendment to Secured Promissory Note dated June 25, 2025 amends a certain Secured Promissory Note dated December 1, 2024 and its subsequent amendment by Amendment to Agreement to Secured Promissory Note dated December 31, 2024 between BOS Investments Belize, Inc. (“Holder”) and Awaysis Capital, Inc., a Delaware corporation (“Borr

July 2, 2025 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 30, 2025 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File Nu

May 30, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21477 AWAYSIS CAPITAL, INC.

May 23, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 21, 2025 AWAYSIS CAPITAL, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 21, 2025 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File Num

May 23, 2025 EX-10.1

Convertible Promissory Note with Andrew Trumbach

Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE

May 16, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F

May 12, 2025 EX-10.32

Amendment to Secured Promissory Note, executed April 22, 2025, between Awaysis Capital, Inc. and BOS Investments Belize, Inc.

Exhibit 10.32 AMENDMENT TO AGREEMENT TO SECURED PROMISSORY NOTE This Amendment to Secured Promissory Note dated December I, 2024 and executed December 26, 2024 is dated December 31, 2024 between BOS Investments Belize, Inc. (“Holder”) and Awaysis Capital, Inc., a Delaware corporation (“Borrower”). WHEREAS Holder and Borrower have entered into a secured promissory note for the repayment of SIX MILL

May 12, 2025 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Awaysis Capital, LLC., a Florida single member limited liability company Awaysis Casamora Limited, a Belize single member limited liability corporation Chial Mountain Ltd., a Belize limited liability corporation Awaysis Belize Ltd., a Belize limited liability corporation

May 12, 2025 S-1/A

As filed with the U.S. Securities and Exchange Commission on May 12, 2025

As filed with the U.S. Securities and Exchange Commission on May 12, 2025 Registration No. 333-275922 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Awaysis Capital, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Inc

April 24, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 22, 2025 AWAYSIS CAPITAL, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 22, 2025 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File N

April 22, 2025 EX-3.4

By-Laws (1)

Exhibit 3.4 BYLAWS OF AWAYSIS CAPITAL, INC. Article I SHAREHOLDERS 1. ANNUAL SHAREHOLDERS’ MEETING. The annual shareholders’ meeting shall be held on the date and at the time and place fixed from time to time by the Board of Directors. 2. SPECIAL SHAREHOLDERS’ MEETING. A special shareholders’ meeting for any purpose or purposes, may be called by the Board of Directors or the president. The Corpora

April 22, 2025 EX-3.2

Certificate of Amendment of Certificate of Incorporation

Exhibit 3.2 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of ASPI, Inc. Resolutions were adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporat

April 22, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number: 000-21477

April 22, 2025 EX-3.1

Articles of Incorporation

Exhibit 3.1 ARTICLES OF INCORPORATION OF ASPI INC. FIRST. The name of the Corporation is ASPI, Inc. SECOND. The name and address of the corporation’s registered office in the State of Delaware are Corporation Service Company, 2711 Centerville Road, Suite 490, Wilmington. Delaware 19808. County of New Castle. THIRD. The purpose of the corporation is to engage in any lawful act or activity for which

April 22, 2025 EX-4.1

Description of Registrant’s Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the common stock of Awaysis Capital, Inc. (referred to as “the Company”, “we”, “us” and “our” unless specified otherwise) is based upon relevant provisions of the Company’s Articles of Incorporation, as amended (the “Certificate of Incorporati

April 22, 2025 EX-3.3

Certificate of Amendment to Articles of Incorporation

Exhibit 3.3 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF JV GROUP, INC. JV Group, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is JV Group, Inc. and the Corporation was originally incorporated

April 22, 2025 EX-10.32

Amendment to Agreement to Secured Promissory Note

Exhibit 10.32 AMENDMENT TO AGREEMENT TO SECURED PROMISSORY NOTE This Amendment to Secured Promissory Note dated December 1, 2024 and executed December 26, 2024 is dated December 31, 2024 between BOS Investments Belize, Inc. (“Holder”) and Awaysis Capital, Inc., a Delaware corporation (“Borrower”). WHEREAS Holder and Borrower have entered into a secured promissory note for the repayment of SIX MILL

April 22, 2025 EX-10.25

Form of Residential Lease for Single Family Home and Duplex

Exhibit 10.25 Residential Lease for Single Family home and Duplex FLORIDA ASSOCIATION OF REALTORS® (For A Term Not To Exceed One Year) INSTRUCTIONS: 1. Licensee: Give this disclosure to the Landlord prior to your assisting with the completion of the attached Lease. 2. Licensee: As the person assisting with the completion of the attached form, insert your name in the first (5) blank “Name” spaces b

April 18, 2025 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 14, 2025 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File N

April 18, 2025 EX-10.1

Amendment to Agreement of Purchase and Sale and First Secured Promissory Note, entered into on April 14, 2025

Exhibit 10.1 AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND FIRST SECURED PRIMISSORY NOTE This Amendment to the Agreement of Purchase and Sale and First Secured Promissory Note dated December 20, 2024 and executed December 31, 2024 is dated February 15, 2025 between Chial Mountain Ltd. (“Seller”) and Awaysis Belize Ltd. together with its subsidiaries, affiliates, successors, assigns, collectively

February 26, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21477 AWAYSIS CAPITAL, INC.

February 20, 2025 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) (Amendment No. ) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) (Amendment No. ) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information S

February 18, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

February 5, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 30, 2025 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File

February 5, 2025 8-K/A

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 31, 2024 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporati

February 5, 2025 EX-10.1

Agreement, dated December 5, 2024, between Ewigi Liabi Ltd. and Chial Mountain Ltd.

Exhibit 10.1 BELIZE 2024 CENTURY 21 BTAL THIS AGREEMENT is made the 5th day of DECEMBER, Two Thousand and Twenty-Four. BETWEEN Ewigi Liaebi Ltd. of Belize, Cayo, San Ignacio Town, Mile 71, George Price Highway (hereinafter referred to as “the Vendor”) of the One Part; and Chial Mountain Ltd. of #2 North Front Street, Belize City, Belize District, Belize C.A. (hereinafter referred to as “the Purcha

February 5, 2025 EX-10.2

Assignment of Land Purchase Contract, dated January 30, 2025

Exhibit 10.2 ASSIGNMENT OF LAND PURCHASE CONTRACT This Assignment of Land Purchase Contract is dated January 30th, 2025 and is executed between Chial Mountain Ltd. (“Assignor”) and Awaysis Belize Ltd. together with its subsidiaries, affiliates, successors, assigns, collectively, (“Assignee”). WHEREAS Assignor and Assignee have entered into a binding contract for the purchase of substantially all t

January 31, 2025 EX-10.22

Form of Rental Pool Management Agreement

Exhibit 10.22 MANAGEMENT AGREEMENT BELIZE RENTAL POOL MANAGEMENT AGREEMENT THIS AGREEMENT is made theday of , BETWEENof(the “Owner”) of the ONE PART andof (the “Manager”) of the OTHER PART. WHEREAS: A. The Owner is the owner of the Strata Lot ——— (the “Unit”) in the Development (as hereinafter defined) and is a member of the Strata Corporation; B. The Owner has the full right, title, power and aut

January 31, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Table FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) Awaysis Capital, Inc. (Exact Name of Registrant As Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (2) Fee Ra

January 31, 2025 EX-10.30

Assignment of Land Purchase Contract, dated January 30, 2025

Exhibit 10.30 ASSIGNMENT OF LAND PURCHASE CONTRACT This Assignment of Land Purchase Contract is dated January 30th, 2025 and is executed between Chial Mountain Ltd. (“Assignor”) and Awaysis Belize Ltd. together with its subsidiaries, affiliates, successors, assigns, collectively, (“Assignee”). WHEREAS Assignor and Assignee have entered into a binding contract for the purchase of substantially all

January 31, 2025 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Awaysis Capital, LLC., a Florida single member limited liability company Awaysis Casamora Limited, a Belize single member limited liability corporation Awaysis Belize Limited, a Belize limited liability corporation

January 31, 2025 EX-10.20

Commercial Lease (Casino) dated September 1, 2024, by and between Awaysis Casamora Limited and American Services and Technology LLC

Exhibit 10.20 COMMERCIAL LEASE THIS COMMERCIAL LEASE (hereinafter called “lease”) is made and entered into on the 1st day of September 2024 by and between: 1. Awaysis Casamora Limited, a company duly incorporated under the Laws of Belize with registered office at 2 North Front Street, Belize City, Belize, of the one part (hereinafter called “Landlord”), and 2. American Services and Technology LLC,

January 31, 2025 EX-10.29

Agreement, dated December 5, 2024, between Ewigi Liabi Ltd. and Chial Mountain Ltd.

Exhibit 10.29 BELIZE 2024 CENTURY 21 BTAL THIS AGREEMENT is made the 5th day of DECEMBER, Two Thousand and Twenty-Four. BETWEEN Ewigi Liaebi Ltd. of Belize, Cayo, San Ignacio Town, Mile 71, George Price Highway (hereinafter referred to as “the Vendor”) of the One Part; and Chial Mountain Ltd. of #2 North Front Street, Belize City, Belize District, Belize C.A. (hereinafter referred to as “the Purch

January 31, 2025 EX-10.23

Form of Rental Program Management Agreement

Exhibit 10.23 RENTAL PROGRAM MANAGEMENT AGREEMENT This Agreement dated as of the , day of , 20 . BETWEEN: (the “Owner”) AND: Awaysis Capital, Inc. 3400 Lakeside Drive, Suite 100, Miramar FL 33027 (the “Manager”) “Unit #”: “Strata #”: “Commencement Date”: Starting from closing date: , 20 . WHEREAS: A. The Owner is the owner of the Unit and a member of the Strata Corporation (as defined herein); B.

January 31, 2025 S-1/A

As filed with the U.S. Securities and Exchange Commission on January 31, 2025

As filed with the U.S. Securities and Exchange Commission on January 31, 2025 Registration No. 333-275922 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Awaysis Capital, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of

January 31, 2025 EX-10.19

Cost-Plus Construction Contract, dated November 30, 2022, between R&B Construction Company Limited, and Awaysis Belize Ltd.

Exhibit 10.19 COST-PLUS CONSTRUCTION CONTRACT This Cost-Plus Construction Contract (the “Contract”) is effective the 30th day of November 2022: BETWEEN: R&B CONSTRUCTION COMPANY LIMITED (“CONTRACTOR”), with address at: No.15 “A” Street, King’s Park, Belize City, Belize AND: AWAYSIS BELIZE LTD. (“AWAYSIS”), with c/o office located at: #1 Mapp St, Belize City, Belize WHEREAS AWAYSIS is desirous of e

January 31, 2025 EX-10.21

Commercial Lease (Administration) dated September 1, 2024, by and between Awaysis Casamora Limited and American Services and Technology LLC

Exhibit 10.21 COMMERCIAL LEASE THIS COMMERCIAL LEASE (hereinafter called “lease”) is made and entered into on the 1st day of September 2024 by and between: 1. Awaysis Casamora Limited, a company duly incorporated under the Laws of Belize with registered office at 2 North Front Street, Belize City, Belize, of the one part (hereinafter called “Landlord”), and 2. American Services and Technology LLC,

January 31, 2025 EX-10.24

Form of Short-Term Rental Agreement

Exhibit 10.24 Awaysis Rental Agreement This Short-Term Rental Agreement (hereinafter: the “Agreement”) is entered into and made effective as of the signing date by and between the Property Owner/Operator (“Operator”) and the Guest (together - the “Parties”). Terms not specified in this Agreement shall be in accordance with the House rules or the Reservation policies which are provided separately b

January 27, 2025 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) (Amendment No. ) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) (Amendment No. ) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information S

January 7, 2025 EX-10.2

Stock Purchase and Sale Agreement, entered into on December 31, 2024 (10)

Exhibit 10.2 STOCK PURCHASE AND SALE AGREEMENT Awaysis Belize Ltd. This Stock Purchase and Sale Agreement (“Agreement”) is to purchase one hundred percent (100%) of the outstanding and issued Stock of Awaysis Belize Ltd., a Belize corporation is entered into Andrew Trumbach and Michael Singh (collectively the “Seller”), Awaysis Belize Ltd., a Belize corporation (the “Company”), and Awaysis Capital

January 7, 2025 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 31, 2024 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission Fil

January 7, 2025 EX-10.3

Secured Promissory Note with Michael Singh, entered into on December 31, 2024 (10)

Exhibit 10.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. FIRST PROMISSORY NOTE

January 7, 2025 EX-10.1

Agreement of Purchase and Sale, entered into on December 31, 2024 (10)

Exhibit 10.1 AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”) is made and entered into this 20th day of December 2024 by and between Chial Mountain Ltd. (“Seller”), and Awaysis Belize Ltd., (together with its subsidiaries, affiliates, successors, and assigns, collectively, (“Purchaser”). WHEREAS Seller with full authority to sell the shares and properties more fully

January 7, 2025 EX-10.4

Senior Convertible Promissory Note with Michael Singh, entered into on December 31, 2024 (10)

Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

December 30, 2024 EX-10.1

Secured Promissory Note with BOS Investment Inc., dated December 1, 2024 (9)

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. SECURED PROMISSORY NO

December 30, 2024 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 20, 2024 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission Fil

November 19, 2024 EX-10.1

Promissory Note with BOS Investment Inc. dated November 15, 2024 (8)

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. SECURED PROMISSORY NO

November 19, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21477 AWAYSIS CAPITAL, INC.

November 19, 2024 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 15, 2024 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission Fil

November 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report

October 11, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number: 000-21477 AWAYSIS CAPITAL, IN

October 11, 2024 EX-4.1

Description of Registrant’s Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the common stock of Awaysis Capital, Inc. (referred to as “the Company”, “we”, “us” and “our” unless specified otherwise) is based upon relevant provisions of the Company’s Articles of Incorporation, as amended (the “Certificate of Incorporati

October 1, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo

September 23, 2024 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 13, 2024 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission Fi

September 17, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 16, 2024 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission Fi

August 7, 2024 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 24, 2024 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation)

August 7, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 29, 2024 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File Nu

August 7, 2024 EX-10.1

Promissory Note with Harthorne Capital Inc. (7)

Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE

August 7, 2024 EX-10.1

First Amendment to Employment Agreement with Michael Singh (5)

Exhibit 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT First Amendment (“Amendment”), dated June 29, 2024, to the Employment Agreement dated February 13, 2022 (the “Agreement”), by and between AWAYSIS CAPITAL, INC., a Delaware corporation (hereinafter referred to as the “Company”), and MICHAEL SINGH (hereinafter referred to as the “Employee”). RECITALS WHEREAS, the Company and the Employee entered i

August 7, 2024 EX-10.2

First Amendment to Employment Agreement with Andrew Trumbach (5)

Exhibit 10.2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT First Amendment (“Amendment”), dated June 29, 2024, to the Employment Agreement dated February 9, 2023 (the “Agreement”), by and between AWAYSIS CAPITAL, INC., a Delaware corporation (hereinafter referred to as the “Company”), and ANDREW E. TRUMBACH (hereinafter referred to as the “Employee”). RECITALS WHEREAS, the Company and the Employee enter

July 22, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number: 000-21477

July 22, 2024 EX-10.11

Stock Option Agreement with Andrew Trumbach

Exhibit 10.11 AWAYSIS CAPITAL, INC. NON-STATUTORY COMMON STOCK OPTION AGREEMENT AGREEMENT made as of the 13th day of February, 2023 (the “Grant Date”) by and between AWAYSIS CAPITAL, INC., a Delaware corporation (the “Company”) and Andrew Trumbach (the “Holder”). WHEREAS, pursuant to that Employment Agreement (the “Employment Agreement”) between the Company and the Holder dated as of the Grant Dat

July 22, 2024 EX-10.10

Stock Option Agreement with Michael Singh

Exhibit 10.10 AWAYSIS CAPITAL, INC. NON-STATUTORY COMMON STOCK OPTION AGREEMENT AGREEMENT made as of the 13th day of February, 2023 (the “Grant Date”) by and between AWAYSIS CAPITAL, INC., a Delaware corporation (the “Company”) and Michael Singh (the “Holder”). WHEREAS, pursuant to that Employment Agreement (the “Employment Agreement”) between the Company and the Holder dated as of the Grant Date,

July 22, 2024 EX-10.7

Employment Agreement with Andrew Trumbach

Exhibit 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated February 9, 2023, by and between AWAYSIS CAPITAL, INC., a Delaware corporation (hereinafter referred to as the “Company”), and ANDREW E. TRUMBACH (hereinafter referred to as the “Employee”). RECITALS WHEREAS, the Company, directly or through its subsidiaries, is engaged in the business of real estate investment and management focus

July 22, 2024 EX-4.6

Description of Registrant’s Securities

Exhibit 4(vi) DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General Our authorized capital stock consists of 1,000,000,000 shares of Common Stock, with a par value of $0.

July 22, 2024 EX-10.6

Employment Agreement with Michael Singh

Exhibit 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated February 13, 2022, by and between AWAYSIS CAPITAL, INC., a Delaware corporation (hereinafter referred to as the “Company”), and MICHAEL SINGH (hereinafter referred to as the “Employee”). RECITALS WHEREAS, the Company, directly or through its subsidiaries, is engaged in the business of real estate investment and management focused o

July 22, 2024 EX-10.9

Restricted Stock Agreement with Andrew Trumbach

Exhibit 10.9 AWAYSIS CAPITAL, INC. RESTRICTED STOCK AGREEMENT RESTRICTED STOCK AGREEMENT, dated as of February 13, 2023 (the “Grant Date”), by and between Awaysis Capital, Inc., a Delaware corporation (the “Company”) and the Recipient (as defined below). WITNESSETH THAT: WHEREAS, the Company desires to grant Stock to the Recipient. NOW, THEREFORE, IT IS AGREED, by and between the Company and Recip

July 22, 2024 EX-10.8

Restricted Stock Agreement with Michael Singh

Exhibit 10.8 AWAYSIS CAPITAL, INC. RESTRICTED STOCK AGREEMENT RESTRICTED STOCK AGREEMENT, dated as of February 13, 2023 (the “Grant Date”), by and between Awaysis Capital, Inc., a Delaware corporation (the “Company”) and the Recipient (as defined below). WITNESSETH THAT: WHEREAS, the Company desires to grant Stock to the Recipient. NOW, THEREFORE, IT IS AGREED, by and between the Company and Recip

June 28, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 24, 2024 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File Nu

May 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21477 AWAYSIS CAPITAL, INC.

April 4, 2024 EX-99.1

Awaysis Capital, Inc. to Participate in Upcoming EF Hutton Annual Global Investor Conference on May 15, 2024, in New York City

Exhibit 99.1 Awaysis Capital, Inc. to Participate in Upcoming EF Hutton Annual Global Investor Conference on May 15, 2024, in New York City Miramar, Florida, April 4, 2024 — Awaysis Capital, Inc. (OTCMARKETS: AWCA) is pleased to announce that it will participate in the EF Hutton Annual Global Conference, allowing Awaysis to present its story to an extensive network of interested parties and member

April 4, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 4, 2024 AWAYSIS CAPITAL, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 4, 2024 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File Nu

April 3, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 5, 2023 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File

April 3, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 1, 2024 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File Nu

April 2, 2024 EX-3.2

Certificate of Amendment of Certificate of Incorporation

Exhibit 3.2 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of ASPI, Inc. Resolutions were adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporat

April 2, 2024 S-1/A

As filed with the U.S. Securities and Exchange Commission on April 2, 2024

As filed with the U.S. Securities and Exchange Commission on April 2, 2024 Registration No. 333-275922 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Awaysis Capital, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of In

April 2, 2024 EX-FILING FEES

Filing Fee Table (1)

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Awaysis Capital, Inc.

April 2, 2024 EX-3.4

By-Laws (1)

Exhibit 3.4 BYLAWS OF AWAYSIS CAPITAL, INC. Article I SHAREHOLDERS 1. ANNUAL SHAREHOLDERS’ MEETING. The annual shareholders’ meeting shall be held on the date and at the time and place fixed from time to time by the Board of Directors. 2. SPECIAL SHAREHOLDERS’ MEETING. A special shareholders’ meeting for any purpose or purposes, may be called by the Board of Directors or the president. The Corpora

April 2, 2024 EX-3.1

Articles of Incorporation

Exhibit 3.1 ARTICLES OF INCORPORATION OF ASPI INC. FIRST. The name of the Corporation is ASPI, Inc. SECOND. The name and address of the corporation’s registered office in the State of Delaware are Corporation Service Company, 2711 Centerville Road, Suite 490, Wilmington. Delaware 19808. County of New Castle. THIRD. The purpose of the corporation is to engage in any lawful act or activity for which

February 22, 2024 EX-3.4

By-Laws (1)

EXHIBIT 3.4 BYLAWS OF AWAYSIS CAPITAL, INC. Article I SHAREHOLDERS 1. ANNUAL SHAREHOLDERS’ MEETING. The annual shareholders’ meeting shall be held on the date and at the time and place fixed from time to time by the Board of Directors. 2. SPECIAL SHAREHOLDERS’ MEETING. A special shareholders’ meeting for any purpose or purposes, may be called by the Board of Directors or the president. The Corpora

February 22, 2024 EX-3.1

Articles of Incorporation (1)

Exhibit 3.1 ARTICLES OF INCORPORATION OF ASPI INC. FIRST. The name of the Corporation is ASPI, Inc. SECOND. The name and address of the corporation’s registered office in the State of Delaware are Corporation Service Company, 2711 Centerville Road, Suite 490, Wilmington. Delaware 19808. County of New Castle. THIRD. The purpose of the corporation is to engage in any lawful act or activity for which

February 22, 2024 EX-3.2

Certificate of Amendment of Certificate of Incorporation (1)

Exhibit 3.2 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of ASPI, Inc. Resolutions were adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporat

February 22, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21477 AWAYSIS CAPITAL, INC.

February 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

February 14, 2024 EX-99.1

Investor Presentation Materials

Exhibit 99.1

February 14, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 25, 2024 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File

December 6, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-1 (Form Type) Awaysis Capital, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration

December 6, 2023 S-1

As filed with the U.S. Securities and Exchange Commission on December 6, 2023

As filed with the U.S. Securities and Exchange Commission on December 6, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Awaysis Capital, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation or Organiz

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21477 AWAYSIS CAPITAL, INC.

October 17, 2023 EX-10.9

Restricted Stock Agreement with Andrew Trumbach (4)

Exhibit 10.9 AWAYSIS CAPITAL, INC. RESTRICTED STOCK AGREEMENT RESTRICTED STOCK AGREEMENT, dated as of February 13, 2023 (the “Grant Date”), by and between Awaysis Capital, Inc., a Delaware corporation (the “Company”) and the Recipient (as defined below). WITNESSETH THAT: WHEREAS, the Company desires to grant Stock to the Recipient. NOW, THEREFORE, IT IS AGREED, by and between the Company and Recip

October 17, 2023 EX-10.6

Employment Agreement with Michael Singh (4)

Exhibit 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated February 13, 2022, by and between AWAYSIS CAPITAL, INC., a Delaware corporation (hereinafter referred to as the “Company”), and MICHAEL SINGH (hereinafter referred to as the “Employee”). RECITALS WHEREAS, the Company, directly or through its subsidiaries, is engaged in the business of real estate investment and management focused o

October 17, 2023 EX-10.11

Stock Option Agreement with Andrew Trumbach (4)

Exhibit 10.11 AWAYSIS CAPITAL, INC. NON-STATUTORY COMMON STOCK OPTION AGREEMENT AGREEMENT made as of the 13th day of February, 2023 (the “Grant Date”) by and between AWAYSIS CAPITAL, INC., a Delaware corporation (the “Company”) and Andrew Trumbach (the “Holder”). WHEREAS, pursuant to that Employment Agreement (the “Employment Agreement”) between the Company and the Holder dated as of the Grant Dat

October 17, 2023 EX-10.10

Stock Option Agreement with Michael Singh (4)

Exhibit 10.10 AWAYSIS CAPITAL, INC. NON-STATUTORY COMMON STOCK OPTION AGREEMENT AGREEMENT made as of the 13th day of February, 2023 (the “Grant Date”) by and between AWAYSIS CAPITAL, INC., a Delaware corporation (the “Company”) and Michael Singh (the “Holder”). WHEREAS, pursuant to that Employment Agreement (the “Employment Agreement”) between the Company and the Holder dated as of the Grant Date,

October 17, 2023 EX-10.7

Employment Agreement with Andrew Trumbach (4)

Exhibit 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated February 9, 2023, by and between AWAYSIS CAPITAL, INC., a Delaware corporation (hereinafter referred to as the “Company”), and ANDREW E. TRUMBACH (hereinafter referred to as the “Employee”). RECITALS WHEREAS, the Company, directly or through its subsidiaries, is engaged in the business of real estate investment and management focus

October 17, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number: 000-21477 AWAYSIS CAPITAL, IN

October 17, 2023 EX-10.8

Restricted Stock Agreement with Michael Singh (4)

Exhibit 10.8 AWAYSIS CAPITAL, INC. RESTRICTED STOCK AGREEMENT RESTRICTED STOCK AGREEMENT, dated as of February 13, 2023 (the “Grant Date”), by and between Awaysis Capital, Inc., a Delaware corporation (the “Company”) and the Recipient (as defined below). WITNESSETH THAT: WHEREAS, the Company desires to grant Stock to the Recipient. NOW, THEREFORE, IT IS AGREED, by and between the Company and Recip

October 10, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 12, 2023 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission Fi

September 29, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo

May 19, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21477 AWAYSIS CAPITAL, INC.

May 16, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F

March 16, 2023 SC 13D/A

ASZP / JV Group Inc / Harthorne Capital Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* AWAYSIS CAPITAL, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 482226107 (CUSIP Number) Andrew Trumbach C/O Awaysis Capital, Inc. 3400 Lakeside Drive, Suite 100 Miramar, Florida 33027 (855) 795-3311 (Name, A

February 21, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21477 AWAYSIS CAPITAL, INC.

February 17, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 13, 2023 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission Fil

February 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 formnt-10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 1

November 22, 2022 EX-16.1

Letter from BF Borgers CPA PC

EX-16.1 2 ex16-1.htm Exhibit 16.1

November 22, 2022 8-K/A

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 14, 2022 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporat

November 21, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21477 AWAYSIS CAPITAL, INC.

November 18, 2022 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 14, 2022 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission Fil

November 16, 2022 8-K/A

Change in Shell Company Status, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 30, 2022 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation)

November 15, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report

November 4, 2022 EX-14.1

Code of Business Conduct and Ethics(7)

Exhibit 14.1 AWAYSIS CAPITAL, INC. Corporate Code of Ethics and Conduct 1. General Policy It is the policy of Awaysis Capital, Inc. and its subsidiaries (collectively, ?Awaysis? or the ?Company?) to conduct business in compliance with all applicable laws, rules and regulations and with integrity. Each Awaysis employee, officer and director must comply with the policies set forth in this Code of Et

November 4, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number: 000-19871 AWAYSIS CAPITAL, IN

November 4, 2022 EX-10.7

Demand Promissory Note dated June 30, 2022 with Curah Capital Corporation (6)

Exhibit 10.7 Awaysis capital inc. DEMAND PROMISSORY Note $2,600,000.00 Plantation, FL June 30, 2022 FOR VALUE RECEIVED, the undersigned, Awaysis Capital, Inc., a Delaware Corporation (?Borrower?), hereby issues this Promissory Note (the ?Promissory Note?) and promises to pay to the order of Curah Capital Corporation, (individually referred herein as ?Lender? and collectively ?Lenders?) , or as des

November 4, 2022 EX-10.8

Demand Promissory Note dated June 30, 2022 with Abraxas Corporation (6)

Exhibit 10.8 Awaysis capital inc. DEMAND PROMISSORY Note $280,000.00 Plantation, FL June 30, 2022 FOR VALUE RECEIVED, the undersigned, Awaysis Capital, Inc., a Delaware Corporation (?Borrower?), hereby issues this Promissory Note (the ?Promissory Note?) and promises to pay to the order of Abraxas Corporation, (individually referred herein as ?Lender? and collectively ?Lenders?) , or as designated

November 4, 2022 EX-21.1

Subsidiaries of the Registrant(7)

Exhibit 21.1 Subsidiaries of the Registrant Awaysis Capital, LLC., a Florida single member limited liability company Awaysis Casamora Limited, a Belize single member limited liability corporation

October 7, 2022 8-K

Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 30, 2022 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File Nu

September 28, 2022 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 formnt10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q

August 18, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 15, 2022 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File

August 18, 2022 EX-10.1

Employment Agreement with Amir Vasquez

EX-10.1 2 ex10-1.htm Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, is made as of the Start Date (as defined below), by and between AWAYSIS CAPITAL, INC., a Delaware corporation (hereinafter referred to as the “Company”), and Amir Vasquez (hereinafter referred to as the “Employee”). RECITALS WHEREAS, the Company, directly or through its subsidiaries, is engaged in the business of rea

July 29, 2022 EX-10.1

Employment Agreement with Tyler Trumbach (5)

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, is made as of the Start Date (as defined below), by and between AWAYSIS CAPITAL, INC., a Delaware corporation (hereinafter referred to as the ?Company?), and Tyler Trumbach (hereinafter referred to as the ?Employee?). RECITALS WHEREAS, the Company, directly or through its subsidiaries, is engaged in the business of real estate investment

July 29, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 25, 2022 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File Nu

July 25, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 19, 2022 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File Nu

July 13, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 7, 2022 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File Num

June 2, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 26, 2022 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File Num

May 25, 2022 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 24, 2022 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File Num

May 23, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 18, 2022 AWAYSIS CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File Num

May 23, 2022 EX-3.1

Certificate of Amendment to its Articles of Incorporation (2)

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF JV GROUP, INC. JV Group, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: 1. The name of the Corporation is JV Group, Inc. and the Corporation was originally incorporated

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSACTION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21477 JV GROUP, INC.

April 21, 2022 EX-10.3

Agreement of Purchase and Sale, dated as of April 15, 2022, by and between JV Group, Inc. and Abraxas Corporation (4)

Exhibit 10.3 AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE (?Agreement?) is made and entered into this 15th day of April 2022 by and between Abraxas Corporation (?Seller?), and JV Group Inc, dba Awaysis Capital, (together with its subsidiaries, affiliates, successors, and assigns, collectively, (?Purchaser?). WHEREAS Seller with full authority to sell the property more fully d

April 21, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 15, 2022 JV GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File Number)

April 21, 2022 EX-10.2

Agreement of Purchase and Sale, dated as of April 15, 2022, by and between JV Group, Inc. and Agorapyth X Corporation (4)

EX-10.2 3 ex10-2.htm Exhibit 10.2 AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”) is made and entered into this 15th day of April 2022 by and between Agorapyth X Corporation (“Seller”), and JV Group Inc, dba Awaysis Capital, (together with its subsidiaries, affiliates, successors, and assigns, collectively, (“Purchaser”). WHEREAS Seller with full authority to sell

April 21, 2022 EX-10.1

Agreement of Purchase and Sale, dated as of April 15, 2022, by and between JV Group, Inc. and Curah Capital Corporation (4)

Exhibit 10.1 AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE (?Agreement?) is made and entered into this 15th day of April 2022 by and between Curah Capital Corporation (?Seller?), and JV Group Inc, dba Awaysis Capital, (together with its subsidiaries, affiliates, successors, and assigns, collectively, (?Purchaser?). WHEREAS Seller with full authority to sell the property more f

March 14, 2022 EX-99.1

JOINT FILING AGREEEMENT

EXHIBIT 99.1 JOINT FILING AGREEEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned do hereby agree to the joint filing of the report on Schedule 13D, including any amendments thereto, with respect to the shares of common stock, par value $0.01 per share of JV Group, Inc., a Delaware corporation. Further, the parties agree that this Joint Fi

March 14, 2022 SC 13D

ASZP / JV Group, Inc. / Harthorne Capital Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 JV GROUP, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 482226107 (CUSIP Number) Andrew Trumbach C/O JV GROUP, INC. 4405 Peters Road Plantation, Florida 33304 (954) 931-9244 (Name, Address and Telephone Number of Person Author

March 4, 2022 DEF 14C

2022 Omnibus Performance Award Plan (3)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) (Amendment No. ) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information S

February 24, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 17, 2022 JV GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

February 23, 2022 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 16, 2022 JV GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

February 23, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 ☐ TRANSACTION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 OR ? TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21477 JV GROUP, INC.

February 22, 2022 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) (Amendment No. ) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) (Amendment No. ) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information S

February 14, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 formnt10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10

January 13, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 7, 2022 JV GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File Number)

December 27, 2021 SC 14F1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934 JV GROUP, INC. (Exact name of registrant as specified in its charter) (State

SC 14F1 1 formsc14f1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934 JV GROUP, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-21477 (Commission File No.) 27-0514566 (IRS Employer Identification No.

November 30, 2021 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 23, 2021 JV GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-21477 27-0514566 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

November 22, 2021 SC 13D/A

ASZP / JV Group, Inc. / LITTMAN M A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D /A Amendment No. 1 Under the Securities Exchange Act of 1934 JV GROUP, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 482226107 (CUSIP Number) M.A. Littman As Trustee for Michael A. Littman ATTY, Defined Benefit Plan PO BOX 1839 ARVADA, CO 80001 (720) 530-6184 (Name, A

November 18, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSACTION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21477 JV GROUP, INC.

November 12, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 jvgroupnt10qsept2021.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Repor

October 12, 2021 SC 13D

ASZP / JV Group, Inc. / LITTMAN M A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 JV GROUP, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 482226107 (CUSIP Number) M.A. Littman As Trustee for Michael A. Littman ATTY, Defined Benefit Plan PO BOX 1839 ARVADA, CO 80001 (720) 530-6184 (Name, Address and Telephon

October 8, 2021 CORRESP

Michael A. Littman Attorney at Law PO Box 1839 Arvada, CO 80001 (720) 530-6184 October 8, 2021

CORRESP 1 filename1.htm Michael A. Littman Attorney at Law PO Box 1839 Arvada, CO 80001 (720) 530-6184 [email protected] October 8, 2021 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction Washington, D. C. 20549 Re: JV Group, Inc. Registration Statement on Form 10-12G/A Filed October 1, 2021 File No. 000-21477 Dear Ms.

October 8, 2021 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO. 2 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 JV GROUP, INC. (Exact name of the regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO.

October 1, 2021 CORRESP

Michael A. Littman Attorney at Law PO Box 1839 Arvada, CO 80001 (720) 530-6184 September 30, 2021

CORRESP 1 filename1.htm Michael A. Littman Attorney at Law PO Box 1839 Arvada, CO 80001 (720) 530-6184 [email protected] September 30, 2021 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction Washington, D. C. 20549 Re: JV Group, Inc. Form 10-12G Filed August 5, 2021 File No. 000-21477 Dear Ms. Singh. We respond to your

October 1, 2021 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO. 1 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 JV GROUP, INC. (Exact name of the regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO.

August 5, 2021 10-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 JV GROUP, INC. (Exact name of the registrant as specif

10-12G 1 jvgroupform10.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 JV GROUP, INC. (Exact name of the registrant as specified in its charter) Delaware 27-0514566 (State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identi

August 5, 2021 EX-3.1

Articles of Incorporation (1)

EXHIBIT 3.1

August 5, 2021 EX-3.2

Certificate of Amendment of Certificate of Incorporation (1)

EX-3.2 3 ex32.htm CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION EXHIBIT 3.2

August 5, 2021 EX-3.3

By-Laws (1)

EX-3.3 4 ex33.htm BYLAWS EXHIBIT 3.3 BYLAWS OF JV GROUP, INC. Article I SHAREHOLDERS 1. ANNUAL SHAREHOLDERS' MEETING. The annual shareholders' meeting shall be held on the date and at the time and place fixed from time to time by the Board of Directors. 2. SPECIAL SHAREHOLDERS' MEETING. A special shareholders' meeting for any purpose or purposes, may be called by the Board of Directors or the pres

August 10, 2017 15-12G

JV Group 2G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-21477 JV GROUP, INC. (Exact name of registrant as specified in its charte

June 2, 2016 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2016 JV GROUP, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-21477 27-0514566 (Commission File Number) (I.R.S. Emplo

May 16, 2016 NT 10-Q

JV Group 0-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-21477 (Check one): o Form 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: March 31, 2016 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

February 19, 2016 10-Q

JV Group (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2015 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-21477 JV GROUP, INC.

February 16, 2016 NT 10-Q

JV Group 0-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-21477 (Check one): oForm 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: December 31, 2015 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransiti

February 5, 2016 10-Q

ASZP / JV Group, Inc. 10-Q - Quarterly Report -

10-Q 1 jvgroup10qsept2015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-21477 JV GROUP

February 5, 2016 10-Q/A

ASZP / JV Group, Inc. 10-Q/A - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10Q/A Amendment No.

December 22, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2015 JV GROUP, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-21477 27-0514566 (Commission File Number) (I.R.S.

December 22, 2015 EX-10

EX-10

EXHIBIT 10.1

December 14, 2015 10-K

UNITED STATES COMMISSION FILE NO. 000-21477 DESCRIPTION ITEM 1. BUSINESS EMPLOYEES ITEM 1A. RISK FACTORS ITEM 1B. UNRESOLVED STAFF COMMENTS ITEM 2. DESCRIPTION OF PROPERTIES SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE CODE OF ETHICS EMPLO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2015 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 000-21477 JV GROUP, INC. (EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER) DELAW

November 17, 2015 NT 10-Q

JV Group 0-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-21477 (Check one): o Form 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: September 30, 2015 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

October 26, 2015 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2015 JV GROUP, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-21477 27-0514566 (Commission File Number) (I.R.S. Empl

October 26, 2015 EX-16

De Joya Griffith, LLC Certified Public Accountants and Consultants October 23, 2015

EXHIBIT 16.1 De Joya Griffith, LLC Certified Public Accountants and Consultants October 23, 2015 SECURITIES AND EXCHANGE COMMISSION Division of Corporate Finance 100 F Street, N.E., Mail Stop 7010 Washington, DC 20549 Re: JV Group, Inc. (the "Company") Form 8K, Item 4.01 (the "Report") Gentlemen: We have reviewed the above referenced Report filed by the Company. We do not disagree with the stateme

September 30, 2015 NT 10-K

JV Group 0-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-21477 (Check one): x Form 10-K oForm 20-F oForm 11-K o Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: June 30, 2015 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

July 23, 2014 EX-3

EX-3

EXHIBIT 3(i).3 EXHIBIT 3(i).3

July 23, 2014 EX-10.1

EX-10.1

EXHIBIT 10.1 EXHIBIT 10.1

July 23, 2014 EX-10.2

EX-10.2

EXHIBIT 10.2 EXHIBIT 10.2

July 23, 2014 EX-3

EX-3

EXHIBIT 3(i).1 EXHIBIT 3(i).1

July 23, 2014 EX-3

EX-3

EXHIBIT 3(i).2 EXHIBIT 3(i).2

March 14, 2008 DEF 14A

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant |X| Filed by a party other than the Registrant || Check the appropriate box: || Preliminary Proxy Statement || Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |X| Definitive Proxy Statement || Definitive Additional Materials || Soliciting Material Pursuant to ss.

February 4, 2003 8-K

Current Report

8-K 1 a87366e8vk.htm FORM 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 17, 2003 ASPEON, INC. (Exact name of registrant as specified in charter) Delaware 000-21477 52-1945748 (State or other jurisdiction of incorp

February 4, 2003 EX-2

Exhibit 2

EX-2 3 a87366exv2.txt EXHIBIT 2 SHARE SALE AGREEMENT SHARE SALE AGREEMENT made January 17, 2003 BETWEEN: ASPEON INC of 16832 Redhill Ave. Irvine, CA 92606, United States of America (formerly trading as JAVELIN SYSTEMS INC) (the 'vendor'); AND MATTHEW JAMES MALEY, an individual (the 'purchaser'). RECITALS: A. The vendor is an American company which manufacturers and distributes electronic point of

November 5, 2002 SC 13G

SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT N0.

September 30, 2002 EX-10.1

ASPEON, INC. SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

EX-10.1 3 a2090284zex-101.htm EX-10.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 10.1 ASPEON, INC. SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT THIS SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (the "Agreement") is effective as of September 12, 2002, by and between Aspeon, Inc., a Delaware corporation (the "Company") and each investor listed on Sc

September 30, 2002 EX-10.2

SECURITY AGREEMENT

QuickLinks - Click here to rapidly navigate through this document Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of September 12, 2002 (the "Security Agreement"), is executed by Aspeon, Inc., a Delaware corporation ("Debtor"), in favor of the investors listed on Schedule A (each a "Secured Party" and collectively, the "Secured Parties") to that certain Secured Convertible Note P

September 30, 2002 EX-10.3

ASPEON, INC. SECURED CONVERTIBLE PROMISSORY NOTE

EX-10.3 5 a2090284zex-103.htm EX-10.3 QuickLinks - Click here to rapidly navigate through this document Exhibit 10.3 ASPEON, INC. SECURED CONVERTIBLE PROMISSORY NOTE THIS NOTE AND THE SECURITIES REPRESENTED BY THIS SECURED CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED

September 30, 2002 8-K

Current Report

8-K 1 a2090284z8-k.htm 8-K QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 12, 2002 ASPEON, INC. (Exact name of registrant as specified in charter) Delaware (State or ot

May 16, 2002 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2002 ASPEON, INC. (Exact name of registr

QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 16, 2002 EX-10.1

MUTUAL RELEASE AND SETTLEMENT AGREEMENT

QuickLinks - Click here to rapidly navigate through this document Exhibit 10.1 MUTUAL RELEASE AND SETTLEMENT AGREEMENT This Mutual Release and Settlement Agreement (this "Agreement") is entered into as of March 22, 2002 (the "Effective Date"), by and between ASPEON, INC., a Delaware corporation (the "Company"), ASPEON SOLUTIONS, INC., a Delaware corporation and a wholly-owned subsidiary of the Com

November 21, 2001 8-K

Current Report

8-K 1 a2064428z8-k.htm 8-K Prepared by MERRILL CORPORATION QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2001 ASPEON, INC. (Exact name of registrant as specified in

November 21, 2001 EX-99.1

[ASPEON LOGO]

EX-99.1 3 a2064428zex-991.htm EXHIBIT 99.1 Prepared by MERRILL CORPORATION QuickLinks - Click here to rapidly navigate through this document EXHIBIT 99.1 [ASPEON LOGO] News Release Contact: Kim Tilo Aspeon, Inc. 949.440.8020 or [email protected] FOR IMMEDIATE RELEASE ASPEON REPORTS SEQUENTIAL INCREASE IN REVENUE FOR FIRST QUARTER ENDED SEPTEMBER 30, 2001 IRVINE, CA—November 7, 2001—Aspeon, Inc.

November 21, 2001 EX-99.2

[ASPEON LOGO]

QuickLinks - Click here to rapidly navigate through this document EXHIBIT 99.2 [ASPEON LOGO] News Release Contact: Kim Tilo Aspeon, Inc. 949.440.8020 or [email protected] FOR IMMEDIATE RELEASE ASPEON APPOINTS NEW CEO IRVINE, CA—November 13, 2001—Aspeon, Inc. today announced that the Aspeon Board of Directors has appointed Robert (Bob) D. Nichols as President, Chief Executive Officer, and a Direc

October 17, 2001 EX-99.1

APPEAL TAKEN IN ASPEON SHAREHOLDER SUIT ASPEON REPORTS PRE-AUDIT FINANCIAL RESULTS FOR THE FISCAL YEAR ENDED JUNE 30, 2001

EX-99.1 3 a2061293zex-991.htm EXHIBIT 99.1 Prepared by MERRILL CORPORATION QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 News Release Contact: Kim Tilo Aspeon, Inc. 949.440.8020 or [email protected] FOR IMMEDIATE RELEASE APPEAL TAKEN IN ASPEON SHAREHOLDER SUIT ASPEON REPORTS PRE-AUDIT FINANCIAL RESULTS FOR THE FISCAL YEAR ENDED JUNE 30, 2001 IRVINE, CA—October 15

October 17, 2001 8-K

Current Report

8-K 1 a2061293z8-k.htm FORM 8-K Prepared by MERRILL CORPORATION QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 15, 2001 (Commission File Number) 000-21477 ASPEON, INC. (E

September 21, 2001 8-K

Current Report

QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 21, 2001 EX-99.1

ASPEON SHAREHOLDER SUIT DISMISSED WITH PREJUDICE

EX-99.1 3 a2059705zex-991.htm EXHIBIT 99.1 Prepared by MERRILL CORPORATION QuickLinks - Click here to rapidly navigate through this document EXHIBIT 99.1 News Release Contact: Kim Tilo Aspeon, Inc. 949.440.8020 or [email protected] FOR IMMEDIATE RELEASE ASPEON SHAREHOLDER SUIT DISMISSED WITH PREJUDICE IRVINE, CA—September 20, 2001—Aspeon, Inc. today announced that the US District Court has dismi

August 24, 2001 EX-99.1

Aspeon and its CEO File Suit Against Former Auditors

QuickLinks - Click here to rapidly navigate through this document EXHIBIT 99.1 News Release Contact: Kim Tilo Aspeon, Inc. 949.440.8020 or [email protected] FOR IMMEDIATE RELEASE Aspeon and its CEO File Suit Against Former Auditors IRVINE, CA -August 23, 2001—Aspeon, Inc. (OTCBB:ASPE) today announced that the Company and its CEO have filed a six count complaint against the Company's former audit

August 24, 2001 8-K

Current Report

Prepared by MERRILL CORPORATION QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 27, 2001 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

June 27, 2001 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Prepared by MERRILL CORPORATION QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

June 27, 2001 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Prepared by MERRILL CORPORATION QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D.

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