Forward-Looking Statements

The following discussion should be read in conjunction with our unaudited financial statements and related notes included in Item 1, "Financial Statements," of this Quarterly Report on Form 10-Q. Certain information contained in this MD&A includes "forward-looking statements." Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition and results of operations, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our existing and proposed business, including many assumptions regarding future events. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors, including those risks described in detail in the section entitled "Risk Factors" on our Annual Report on Form 10-K for the fiscal year ended June 30, 2022, filed with the Securities and Exchange Commission on November 4, 2022.

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words "may," "should," "would," "will," "could," "scheduled," "expect," "anticipate," "estimate," "believe," "intend," "seek," or "project" or the negative of these words or other variations on these words or comparable terminology.

In light of these risks and uncertainties, and especially given the nature of our existing and proposed business, there can be no assurance that the forward-looking statements contained in this section and elsewhere in this Quarterly Report on Form 10-Q will in fact occur. Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

Overview

We are a real estate investment and management company focused on acquisition, construction, selling and managing short-term rentals of residential vacation home communities in desirable travel destinations. We seek to create value through the targeting and acquisition, development, and up-cycling, rebranding, and repositioning of currently undervalued operating and shovel ready residential/resort communities in global travel destinations, with the intention to relaunch these assets under the "Awaysis" brand. The goal is to create a network of residential and resort enclave communities that will optimize both sales and rental revenues, providing attractive returns to owners and exceptional vacation experiences to travelers. At least initially, our target acquisitions are resorts that have not been completed nor have a prior operational history. As such we intend to purchase the real estate and finish the development, then we would sell the finished units and put them in a rental pool.



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The Company seeks to own and grow a stable, cash generating, diversified portfolio of single-family and luxury resort/residence properties in the Caribbean, Europe, South America, and the United States.

Our business strategy entails targeting and identifying undervalued assets in emerging markets located in proximity to high demand travel destinations. The Company intends to focus these efforts on shovel-ready properties and/or other assets that we believe can be used to optimize sales and rental revenues. We have currently identified five properties in the country of Belize, all of which are expected to constitute our initial real estate portfolio. To that effect, on June 30, 2022, we closed on the acquisition of certain real estate assets in San Pedro, Belize (the "Casamora Awaysis Assets"), pursuant to our previously announced series of Agreements of Purchase and Sale, all dated April 15, 2022. The total consideration paid by us for the properties subject to the agreements was at the appraisal value of $11.1 million (excluding transaction costs and fees) and was settled in a combination of a Purchase Money Mortgage of $2.6 million at 0% interest rate, payable on demand, a Purchase Money Mortgage of $280,000 at 0% interest rate that was paid on August 8, 2022 and 51.6 million shares of the Company's common stock based on a per share price equal to the market price on the date of appraisal of $0.160. As the first acquisition by the Company in Belize and an important milestone, the Company expects to rebrand the Casamora Awaysis Asset, so it is easily identifiable as an Awaysis Property and fit perfectly with its strategy of creating a countrywide network of Awaysis residential enclave communities in the country for owners and guests to travel, work and play.

Our Planned Business

Our planned business is expected to include real estate development and sales, hospitality rentals, resort operations and club management. Revenues are expected to come from:



  ? selling our own developed resort inventory that includes Condominiums, Single
    Family Homes, and Villas.

  ? providing management services to our branded resorts under HOA management
    agreements; and

  ? manage short-term unit rentals of sold and unsold inventory at the resorts we
    own or manage.

The Casamora Awaysis development, our first property, has started its hospitality operations and is expected to commence sales operations on or about March 1, 2022. As development progresses, and more units are expected to become rentable, increased hospitality operations is expected over the next couple months.

Results of Operations

We commenced activities and started to incur material costs in the second half of the fiscal year ended June 30, 2022, as a result of our change in control transaction in November 2021 and commencement in February 2022 of our business strategy of acquiring, developing, and managing residential vacation home communities in desirable travel destinations. As a result, during the three month period ended December 31, 2022, our operations and activities increased significantly.

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities. We recently commenced rentals of a few "rental ready" units and expect increasing sales to also generate cash flow for working capital.



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Three Months Ended December 31, 2022, as Compared to December 31, 2021

Revenues

We recognized rental revenue of $43,760 and $0 during the three months ended December 31, 2022, and 2021, respectively. As development progresses at our Casamora Awaysis development, a few units were placed into the rental pool allowing for rental revenue operations to commence.

Sales and Marketing Expenses

During the three months ended December 31, 2022, and 2021, we incurred sales and marketing expenses of $26,783 and $0, respectively, consisting of marketing and support of our products and services, promotional and public relations expenses, fundraising costs, investor relations, and administration expenses in support of sales and marketing. The increase is primarily due to transitioning from being a shell company to an operating company under its new management.

Our planned marketing and sales activities are expected to be based on targeted direct marketing and a highly personalized sales approach. We intend to use targeted direct marketing to reach potential purchasers of units or sell through a licensed distribution network of both in-market and off-site sales centers. Our products are expected to be marketed for sale or rent globally.

General and Administrative Expenses

During the three months ended December 31, 2022, and 2021, we incurred general and administrative expenses of $1,887,067 and $15,312, respectively, consisting of audit and accounting fees, travel and entertainment, payroll and employee benefits, legal fees, filing fees and transfer agent fees, all relating to both sustaining the corporate existence of the Company and public company-related expenses. The increase is primarily due to transitioning from being a shell company to an operating company under its new management.

Operating Loss

During the three months ended December 31, 2022, and 2021, we recognized operating losses of $(1,870,090) and $(15,312), respectively. These losses were primarily attributable to the Company transitioning from being a shell company to an operating company under its new management and brand along with the deployment of its sales, marketing, and acquisition initiatives.

Six Months Ended December 31, 2022, as Compared to December 31, 2021

Revenues

We recognized rental revenue of $43,760 and $0 during the six months ended December 31, 2022, and 2021, respectively. As development progresses at our Casamora Awaysis development, a few units were placed into the rental pool within the last 3 months of this fiscal period allowing for rental revenue operations to commence.

Sales and Marketing Expenses

During the six months ended December 31, 2022, and 2021, we incurred sales and marketing expenses of $94,295 and $0, respectively, consisting of marketing and support of our products and services, promotional and public relations expenses, fundraising costs, investor relations, and administration expenses in support of sales and marketing. The increase is primarily due to transitioning from being a shell company to an operating company under its new management.

Our planned marketing and sales activities are expected to be based on targeted direct marketing and a highly personalized sales approach. We intend to use targeted direct marketing to reach potential purchasers of units or sell through a licensed distribution network of both in-market and off-site sales centers. Our products are expected to be marketed for sale or rent globally.



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General and Administrative Expenses

During the six months ended December 31, 2022, and 2021, we incurred general and administrative expenses of $2,218,211 and $33,910, respectively, consisting of audit and accounting fees, travel and entertainment, payroll and employee benefits, legal fees, filing fees and transfer agent fees, all relating to both sustaining the corporate existence of the Company and public company-related expenses. The increase is primarily due to transitioning from being a shell company to an operating company under its new management.

Operating Loss

During the six months ended December 31, 2022, and 2021, we recognized operating losses of $(2,268,746) and $(33,910), respectively. These losses were primarily attributable to the Company transitioning from being a shell company to an operating company under its new management and brand along with the deployment of its sales, marketing, and acquisition initiatives.

Liquidity and Capital Resources

As of December 31, 2022, we had no cash; however, we had executed subscriptions under our existing private placement that are pending funding in the amount of $1,193,000. We also have a positive working capital of $6,498,477, which was mainly from the issuance of shares for real estate inventory and sale of shares in our private offering. As we may have sufficient commitments for funding to satisfy our basic operations for the next 12 months, due to the timing of some of these commitments, we expect to need to raise additional capital for our immediate working capital needs. We expect the anticipated cost of development of our first properties to come from pre-sales and not cash-on-hand. We will need to raise additional cash to satisfy our long-term requirements for acquisition and overall growth.

Presently, our principal shareholder has indicated its intention to provide such funds as may be required for the Company to become, and remain, a fully reporting public company while seeking to create value for shareholders by pursuing our business plan to reinvent the Company as a real estate investment and management company. Such intentions do not represent a binding commitment by the principal shareholder and there is no guarantee that our principal shareholder will be able to provide the funding necessary to achieve this objective.

If we are unable to obtain the necessary funding from our principal shareholder, we anticipate facing major challenges in raising the necessary funding to affect our business plan. Raising debt or equity funding for small publicly quoted, penny stock companies is extremely challenging. We can provide no assurance that financing will be available in the amounts it needs or on terms acceptable to it, if at all. If we are not able to secure adequate additional working capital when it becomes needed, we may be required to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible and/or suspend or curtail planned acquisitions and developments. Any of these actions could materially harm our planned business.

Our plan for satisfying our cash requirements and to remain operational beyond the next 12 months or to further expand our asset base is through the sale of shares of our capital stock to third parties. While we intend in the short term to seek to raise up to $25 million through the private sale of our common stock, we cannot assure you we will be successful in raising any or all of such capital and in meeting our working capital needs. Through December 31, 2022, we have raised an aggregate of $1,918,000 in such private placement and can give no assurance that we will be successful in raising the remaining funds being sought. The capital raises from issuances of equity securities could result in additional dilution to our shareholders. In addition, to the extent we determine to incur indebtedness, our incurrence of debt could result in debt service obligations and operating and financing covenants that would restrict our operations.



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The following table provides a summary of the net cash flow activity for each of the periods set forth below:



                                            Six months ended December 31,
                                              2022                  2021

Cash used in operating activities $ (388,792 ) $ (29,914 ) Cash provided by investing activities

            (23,388 )                  -
Cash provided by financing activities            (69,785 )             29,914
Change in cash                          $       (481,965 )     $            -

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities for the six months ended December 31, 2022, or 2021. Net cash flows used in operating activities were $(388,792) and $(29,914) for the six months ended December 31, 2022, and 2021, respectively. The net cash used in operations primarily consisted of the selling, marketing, and general expenses that resulted from the company recently going operational.

Cash Flows from Investing Activities

During the six months ended December 31, 2022, and 2021, net cash flow used for investing activities was ($23,388) and $0, respectively.

Cash Flows from Financing Activities

In 2021, we financed our operations primarily by way of advances from notes payable from a former director and former majority shareholder, and in the six months ended December 31, 2022, we have financed our operations by way of advances from our current majority shareholder and cash raised from the private placement offering. The Company offered up to $25 million worth of restricted shares of common stock to a limited number of accredited investors, at a price per share of $1.00, of which the Company raised $100,000 during the six months ended December 31, 2022.

For the six months ended December 31, 2022, and 2021, net cash from financing activities was ($69,785) and $0, respectively, which primarily consisted of payment towards a note payable and proceeds from issuance of stock.

We are dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan to become a real estate investment and management company. In addition, we are dependent upon our controlling shareholder to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.

Critical Accounting Policies

The Company applies judgment and estimates that may have material effect in the eventual outcome of assets, liabilities, revenues and expenses, accounts receivable, inventory and goodwill. The following explains the basis and the procedure where judgment and estimates are applied.

Inventories

New real estate inventory is carried at the lower of cost or net realizable value. The cost of finished inventories determined on the specific identification method is removed from inventories and recorded as a component of cost of sales at the time revenue is recognized. In addition, an allocation of depreciation and amortization is included in cost of goods sold. Under the specific identification method, if finished real estate inventory can be sold for a profit there is no basis to write down the inventory below the lower of cost or net realizable value.



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Going Concern

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As reflected in the financial statements, we had an accumulated deficit at December 31, 2022 and 2021, a net loss and net cash used in operating activities for the reporting periods then ended. As of December 31, 2022, we had no cash; however, we had executed subscriptions under our existing private placement that are pending funding in the amount of $1,193,000.

The Company is commencing operations and seeking to generate sufficient revenue and have received sufficient subscriptions and funding to support its current basic operations for at least the next 12 months; however, the Company's cash position may not be sufficient to support the Company's long-term strategy. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue to further develop its first properties through presales, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan, generate sufficient revenue through presales or otherwise, and its ability to raise additional funds by way of private offering or debt. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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