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 Form 10-12g, filed with the Securities and Exchange Commission ("Commission") on August 5, 2021, as amended on October 1, 2021 and October 8, 2021.

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

JV Group, Inc., a Delaware corporation, ("JV Group", "the Company", "we", "us" or "our') has historically existed as a publicly quoted shell company.

As of November 23, 2021, Michael A. Littman ATTY, Defined Benefit Plan, MAL as trustee, an affiliate of Michael A. Littman, the then secretary and a director of the Company and the owner of 98,108,000 shares of the Company's common stock representing approximately 99.2% of the Company's issued and outstanding common stock, sold 98,008,000 shares to Harthorne Capital Inc., a Delaware corporation ("Harthorne"), for aggregate consideration of $500,000, or approximately $0.0051 per share

In accordance with this change of control, effective as of November 23, 2021, (a) Calvin D. Smiley, Sr., the Company's Chief Executive Officer and President, resigned from all officer and employment positions with the Company and its subsidiaries, (b) Michael A. Littman resigned from all officer and employment positions with the Company and its subsidiaries, (c) Michael Singh was appointed Chief Executive Officer, (d) Andrew Trumbach was appointed President, Chief Financial Officer, Secretary and Treasurer and (e) Lisa Marie Iannitelli was appointed Executive Vice President, Director-Investor Relations.

Contemporaneously, the size of the Board of Directors of the Company (the "Board") was increased from three directors to six directors. Michael Singh was appointed as Chairman of the Board and Andrew Trumbach and Lisa Marie Iannitelli were each appointed as a director, filling the vacancies on the Board resulting from the increase to the size of the Board. Effective as of January 7, 2022, Messrs. Littman, Smiley and Green each resigned as a director of the Company. Subsequently, each of Tyler A Trumbach, Claude Stuart and Narendra Kini were appointed to the Board to fill the vacancies resulting from such January 7, 2022 resignations.





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Following the change of control transaction referred to above, we are undergoing steps to implement and commercialize a new business plan. Going forward, the Company seeks to reinvent itself as a real estate investment and management company focused on acquisition, construction, selling and managing rentals of residential vacation home communities in desirable travel destinations. The Company seeks 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. The Company intends to relaunch these assets under the "Awaysis" brand with the goals of creating a network of residential and resort enclave communities that will optimize both sales and rental revenues, providing attractive returns to owners and exceptional vacation experiences to travelers. Currently, we have no employees other than our officers and directors. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we intend to adopt some or all of such plans in the future. There are presently no personal benefits available to any officers, directors, or employees. There can be no assurance that we will successfully complete our new business goals. There is no assurance that any stockholder will realize any return on their shares.





Results of Operations

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 expect 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.

Three Months ended March 31, 2022, as compared to March 31, 2021





Revenues

We recognized no revenue during the three-month periods ended March 31, 2022, or for March 31, 2021, as we had no business or revenue generating activities during these periods.

General and Administrative Expenses

During the three-month periods ended March 31, 2022 and March 31, 2021, we incurred general and administrative expenses of $113,599 and $0, consisting of audit and accounting fees, marketing expenses, legal fees, filing fees and transfer agent fees, all relating to sustaining the corporate existence of the company and public company-related expenses.

Nine Months Ended March 31, 2022, Compared to March 31, 2021





Revenues

We recognized no revenue during the nine-month periods ended March 31, 2022, or 2021, as we had no business or revenue generating activities during these periods.

General and Administrative Expenses

During the nine-month periods ended March 31, 2022 and 2021, we incurred general and administrative expenses of $147,509 and $600, consisting of audit and accounting fees, marketing expenses, legal fees, filing fees and transfer agent fees, all relating to sustaining the corporate existence of the company and public company-related expenses.





Operating Loss

During the three and nine months ended March 31, 2022, we recognized operating losses of $(113,599) and $(147,509), respectively, compared to $0 and $(1,142), respectively, during the same periods ended March 31, 2021. These losses were primarily attributable to not having any revenue to offset our expenses.





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Other Income (Expenses)

During the three and nine months ended March 31, 2022, we incurred interest expenses of $0 and $0, respectively, compared to $0 and $(542), respectively, during the same periods ended March 31, 2021.





Net Loss

During the three and nine months ended March 31, 2022 we recognized net losses of $(113,599) and $(147,509), respectively, compared to $0 and $(1,142), respectively, during the same periods ended March 31, 2021. These losses were primarily attributable to accounting, marketing, legal, filing fees and transfer agent fees to sustaining the corporate existence of the company and public company related expenses.

Liquidity and Capital Resources

As of March 31,2022, we had cash of $0 and had a working capital deficit of $123,252. We do not have sufficient working capital to satisfy our short-term (including the cash necessary to acquire our first planned real estate assets) and long-term requirements. We will be reliant, potentially, on advances from our principal shareholder or our directors and officers. There can be no guarantee that we will be able to obtain sufficient funding from these sources.

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.

Our plan for satisfying our cash requirements and to remain operational for the next 12 months and beyond is through the sale of shares of our capital stock, convertible debt, or loans from shareholders or third parties. We do not anticipate revenue during that same period of time if we are unable to so raise funds or acquire revenue generating real estate assets. While we intend in the short term to seek to raise up to $25 million through the 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.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities for the nine months ended March 31, 2022, or 2021. Net cash flows used in operating activities was $(51,359) and $0 in the nine months ended March 31, 2022, and 2021, respectively.

Cash Flows from Investing Activities

We did not engage in any investing activities during the nine-month period ended March 31, 2022 and 2021.

Cash Flows from Financing Activities

We have financed our operations primarily by way of advances from notes payable from a former director and former majority shareholder and have continued to do so with our current majority shareholder. For the nine months ended March 31, 2022, net cash from financing activities was $51,359. For the nine months ended March 31, 2021, net cash from financing activities was $0.

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

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