Item 2.01 Completion of Acquisition or Disposition of Assets





                                  The Company

Awaysis Capital, Inc. (the "Company", "we", "us" or "our") is a real estate investment and management company focused on acquisition, construction, selling and managing rentals of residential vacation home communities in desirable travel destinations. We seek to create value through the targeting and acquisition, development, and up-cycling, rebranding, and repositioning of currently undervalued operating and shovel ready residential/resort communities in global travel destinations, with the intention to relaunch these assets under the "Awaysis" brand with the goals of creating a network of residential and resort enclave communities that will optimize both sales and rental revenues, providing attractive returns to owners and exceptional vacation experiences to travelers. 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.

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 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 $11.4 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 56.8 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 $0.150. As the first acquisition by the Company in Belize and an important milestone, the Company expects to rebrand the Casamora Awaysis Asset, so it is easily identifiable as an Awaysis Property and fit perfectly with its strategy of creating a countrywide network of Awaysis residential enclave communities in the country.

The Casamora Awaysis Assets are as follows:

? A rectangular shaped parcel with 100.0 feet of street frontage containing a

9,100 sq. ft. two story reinforced concrete building, with 2,173 sq. ft. of

basement, a 1,600 sq. ft. porch/deck and a 3,062 sq. ft. terrace. The plan for

this building is to have: (a) on the ground floor, a state-of-the-art fitness

facility and wellness spa; (b) on the second floor, an executive conference

center, a yoga/pilates studio with individual massage rooms associated with a

planned wellness spa, and access to the porch/deck; and (c) on the third floor,


  a members-only roof-top patio and lounge.
? A rectangular shaped parcel with 100.0 ft. of frontage on the beach reserve and

the Caribbean Sea having a total square footage of 13,590 sq. ft. The lot is

elevated, sandy, has a reinforced concrete sea wall and currently contains two

2-story concrete buildings. The northernmost building has four remodeled

1-bedroom, 1-bath units, each with a living room, kitchen, and covered porches.

The southernmost building has two 1-bedroom, 1 bath remodeled units, each with

a living room and kitchen on the ground floor and one 3-bedroom, 2-bath gutted

unit on the second floor, each with their own covered porches. The plan is to

eventually renovate all the units into more modern, luxury boutique waterfront

villas.

? A 1,380 sq. ft. ground floor unit including a covered balcony/porch, the plan

of which is to renovate into a 2-bedroom, 2-bath high-end condominium unit with

a living room, dining area and kitchen. The unit has an unobstructed view of

the ocean and overlooks the pool and main ground garden landscape. ? A 1,455 sq. ft. ground floor unit including a covered balcony/porch, the plan

of which is to renovate into a 2-bedroom, 2-bath high-end condominium unit with

a living room, dining area and kitchen. The unit has an unobstructed view of

the ocean and overlooks the pool and main ground garden landscape.

? A 1,455 sq. ft. ground floor unit including a covered balcony/porch, the plan

of which is to renovate into a 2-bedroom, 2-bath high-end condominium unit with

a living room, dining area and kitchen. The unit has an unobstructed view of

the ocean and overlooks the pool and main ground garden landscape. ? A 1,380 sq. ft. ground floor unit including a covered balcony/porch, the plan

of which is to renovate into a 2-bedroom, 2-bath high-end condominium unit with

a living room, dining area and kitchen. The unit has an unobstructed view of

the ocean and overlooks the pool and main ground garden landscape. ? A 1,380 sq. ft. second floor unit including a covered balcony/porch, the plan

of which is to renovate into a 2-bedroom, 2-bath high-end condominium unit with

a living room, dining area and kitchen. The unit has an unobstructed view of

the ocean and overlooks the pool and main ground garden landscape. ? A 1,455 sq. ft. second floor unit including a covered balcony/porch, the plan

of which is to renovate into a 2-bedroom, 2-bath high-end condominium unit with

a living room, dining area and kitchen. The unit has an unobstructed view of

the ocean and overlooks the pool and main ground garden landscape. ? A 1,455 sq. ft. second floor unit including a covered balcony/porch, the plan

of which is to renovate into a 2-bedroom, 2-bath high-end condominium unit with

a living room, dining area and kitchen. The unit has an unobstructed view of

the ocean and overlooks the pool and main ground garden landscape. ? A 1,455 sq. ft. second floor unit including a covered balcony/porch, the plan

of which is to renovate into a 2-bedroom, 2-bath high-end condominium unit with

a living room, dining area and kitchen. The unit has an unobstructed view of

the ocean and overlooks the pool and main ground garden landscape. ? A 1,455 sq. ft. third floor unit including a covered balcony/porch, the plan of

which is to renovate into a 2-bedroom, 2-bath high-end condominium unit with a

living room, dining area and kitchen. The unit has an unobstructed view of the

ocean and overlooks the pool and main ground garden landscape. ? A 1,455 sq. ft. third floor unit including a covered balcony/porch, the plan of

which is to renovate into a 2-bedroom, 2-bath high-end condominium unit with a

living room, dining area and kitchen. The unit has an unobstructed view of the

ocean and overlooks the pool and main ground garden landscape. ? A 1,455 sq. ft. third floor unit including a covered balcony/porch, the plan of

which is to renovate into a 2-bedroom, 2-bath high-end condominium unit with a

living room, dining area and kitchen. The unit has an unobstructed view of the

ocean and overlooks the pool and main ground garden landscape. ? A 1,380 sq. ft. third floor unit including a covered balcony/porch, the plan of

which is to renovate into a 2-bedroom, 2-bath high-end condominium unit with a

living room, dining area and kitchen. The unit has an unobstructed view of the

ocean and overlooks the pool and main ground garden landscape. ? 3,825 sq. ft. of raw open land with 105 feet of street frontage. Currently

there is a main single-level concrete building having dimensions of 14.0 ft. by

14.0 ft. and consisting of a reinforced concrete foundation and reinforced

concrete floors. In addition, there is a wooden bar open area with shade,

having dimensions of 14.0 ft. by 16.0 ft., as well a single-level wooden

structure having dimensions of 16.0 ft. by 24.0 ft. plus a 10 ft. by 24 ft.

front shade. The planned use for this land is expected to serve both the patio

extension and parking area for a planned ground floor café referred to below. ? 1,717.83 sq. ft. of elevated land containing a three-story concrete building

having dimensions of approximately 31.0 ft. by 41.0 ft. plus covered concrete

porches on each floor of approximately 15.0 ft. by 18 ft. The ground floor unit

is approximately 80% complete and is planned to contain a future cafe with a

patio and parking. The second-floor unit is approximately 80% complete and

planned for residential use. The penthouse unit is a 3-bedroom, 2-bath

remodeled unit with dining room, living room, kitchen and small balcony facing

the ocean. There is a further open-air patio situated above the covered patio

of the penthouse which provides sweeping views of the ocean as well as sunset


  views over the lagoon side.



History

The Company was formed in Delaware on September 29, 2008, under the name ASPI, Inc ("ASPI").

On April 25, 2012, ASPI filed an amendment to its Certificate of Incorporation to change its name from ASPI, Inc. to JV Group, Inc. and to increase the number of its authorized common shares from One Hundred Million (100,000,000) shares to One Billion (1,000,000,000) shares.

From its formation on September 28, 2008, through September 7, 2011, the Company . . .

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 is incorporated by reference into this Item 3.02. Such shares were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), Rule 506(b) under Regulation D of the Securities Act as transactions by an issuer not involving any public offering and/or Regulation S of the Securities Act as offers and sales of securities outside of the United States.

Item 9.01 Financial Statements and Exhibits.





Exhibit   Description
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)



The Company will amend this Current Report on Form 8-K to file any historical and/or pro forma financial statements as and to the extent required under applicable SEC rules, which the Company is evaluating.

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