NOTES
TO UNAUDITED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2021
NOTE
1. NATURE OF OPERATIONS
Nature
of Business
JV
Group, Inc., a Delaware corporation, (“JV Group”, “the Company”, “We”, “Us” or “Our’)
is a publicly quoted shell company. The Board of Directors of the Company recently determined to seek to acquire, develop and
manage residential vacation home communities in desirable travel destinations to create values for our shareholders.
Company
History
JV
Group 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, we were a publicly quoted shell company seeking to merge with an entity
with experienced management and opportunities for growth in return for shares of our common stock to create values for our shareholders.
From
September 8, 2011 through October 2015, through our wholly owned subsidiary, Prestige Prime Office, Limited (“Prestige”),
a Hong Kong Special Administrative Region Corporation, we operated as a serviced office provider in the Far East. Prestige ceased serviced
office provider operations in October 2015.
We
also formed a second wholly owned subsidiary, Mega Action Ltd (“Mega Action”)., a British Virgin Island corporation, which
never conducted any business activities.
From
October 2015 to February 2022, we were once again a publicly quoted shell company seeking to merge with an entity with experienced
management and opportunities for growth in return for shares of our common stock to create values for our shareholders. In February
2022, the Board of Directors of the Company determined to pursue a business strategy of acquiring, developing and managing residential
vacation home communities in desirable travel destinations.
Effective
September 30, 2017, we disposed of both of its subsidiary companies, Prestige and Mega Action and at the same time, our shareholders
issued release to us in which they forgave all loans which they had made to us.
Impact
of COVID-19
We
currently have no ongoing operations and consequently have not been directly impacted by the Covid-19 outbreak. However, the detrimental
effect of the Covid-19 outbreak on the economy as a whole may have a detrimental impact on our ability to raise funding for our working
capital, acquisition and strategic needs to create values for our shareholders for the foreseeable future.
NOTE
2. GOING CONCERN
Our
financial statements are prepared using accounting principles generally accepted in the United States of America (“GAAP”)
applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of
business. We have no ongoing business or income and for quarter ended December 31, 2021, incurred a loss of $(15,312)
and had an accumulated deficit of $1,048,070
as of December 31, 2021. These conditions raise
substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities
that may result from the outcome of these uncertainties. Our ability to continue as a going concern is dependent upon our ability to
raise additional debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced
management and profitable operations. No assurances can be given that we will be successful in achieving these objectives.
NOTE
3. SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform
to GAAP and have been consistently applied. The Company has selected June 30 as its financial year end. The Company did not earn any
revenue during the years ended June 30, 2021.
Interim
Financial Statements
The
accompanying unaudited interim condensed financial statements have been prepared in accordance with GAAP for interim financial information
in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP
for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for
fair presentation have been included. While we believe that the disclosures presented herein are adequate and not misleading, these interim
condensed financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the
year ended June 30, 2021 included our Form 10-12G filed on August 5 2021 as amended on October 1, 2021 and October 8, 2021. Operating
results for the interim period presented are not necessarily indicative of the results for the full year.
Use
of Estimates
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
and Cash Equivalents
We
maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of
the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents.
As of December 31, 2021, our cash balance was $0.
Fair
Value Measurements:
ASC
Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value
and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value
and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets
for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:
Level
1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets
and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on
the New York Stock Exchange.
Level
2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported
date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced
with models using highly observable inputs.
Level
3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included
in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts
used to determine the fair value of financial transmission rights.
Our
financial instruments consist of prepaid expenses, accounts payable, accounts payable - related party and note payable – related
party. The carrying amount of our prepaid expenses, accounts payable, accounts payable - related party and note payable – related
party approximate their fair values because of the short-term maturities of these instruments.
Related
Party Transactions:
A
related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person’s
immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control
with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related
party transaction when there is a transfer of resources or obligations between related parties. See Note 6 and 7 below for details of
related party transactions in the period presented.
Leases:
We
determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”)
as assets, operating lease non-current liabilities, and operating lease current liabilities in our balance sheet. Finance leases are
property and equipment, other current liabilities, and other non-current liabilities in the balance sheet.
ROU
assets represent the right to use an asset for the lease term and lease liability represent the obligation to make lease payment arising
from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease
payments over lease term. As most of the leases doesn’t provide an implicit rate, we generally use the incremental borrowing rate
on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating
ROU asset also includes any lease payments made and exclude lease incentives. Lease expense for lease payment is recognized on a straight-line
basis over lease term.
We
were not party to any lease agreements during the quarter ended December 31, 2021.
Income
Taxes:
The
provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized
for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities,
and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted
tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record
a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Uncertain
Tax Positions:
We
evaluate tax positions in a two-step process. We first determine whether it is more likely than not that a tax position will be sustained
upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold,
it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the
largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and
penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities
in the financial statements.
Revenue
Recognition:
Revenues
are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration
that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to
determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
Step
1: Identify the contract(s) with customers
Step
2: Identify the performance obligations in the contract
Step
3: Determine the transaction price
Step
4: Allocate the transaction price to performance obligations
Step
5: Recognize revenue when the entity satisfies a performance obligation
At
this time, we have not identified specific planned revenue streams.
During
the quarter ended December 31, 2021, we did not recognize any revenue.
Advertising
Costs:
We
expense advertising costs when advertisements occur. No
advertising costs were incurred during the quarter
ended December 31, 2021.
Stock
Based Compensation:
The
cost of equity instruments issued to employees and non-employees in return for goods and services is measured by the grant date fair
value of the equity instruments issued in accordance with ASC 718, Compensation – Stock Compensation. The related expense is recognized
as services are rendered or vesting periods elapse.
No
stock-based compensation was issued during the quarter
ended December 31, 2021.
Net
Loss per Share Calculation:
Basic
earnings (loss) per common share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the
weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income
(loss) by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share
excludes all potential common shares if their effect is anti-dilutive.
No
potentially dilutive debt or equity instruments were
issued or outstanding during the quarter ended December 31, 2021.
Recently
Accounting Pronouncements:
We
have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements
will have a material impact on our financial statements.
NOTE
4. PREPAID EXPENSES
As
of December 31, 2021, and June 30 , 2021, the balance of prepaid expenses was $ 0
and $200,
respectively.
NOTE
5. ACCOUNTS PAYABLE
As
of December 31, 2021 and June 30, 2021 , the balance of accounts payable was $3,996
and $19,640
and related primarily to M2 Filing fees and outstanding
share transfer agent fees.
NOTE
6. ACCOUNTS PAYABLE – RELATED PARTY
As
of December 31, 2021 and June 30, 2021, the balance of accounts payable – related party was $5,657
and $5,923
respectfully, and related to costs paid on behalf
of the Company by an entity controlled by one of our directors.
NOTE
7. COMMITMENTS & CONTINGENCIES
Legal
Proceedings
We
were not subject to any legal proceedings during the six months ended December 31, 2021, or six months ended December 31, 2020 and, to
the best of our knowledge, no legal proceedings are pending or threatened.
Contractual
Obligations
We
were not party to any contractual obligations during the six months ended December 31, 2021, or 2020.
NOTE
8. STOCKHOLDERS’ DEFICIT
Preferred
Stock
As
of December 31, 2021, we were authorized to issue 25,000,000
shares of preferred stock with a par value of
$0.01.
No
shares of preferred stock were issued and outstanding
during the quarter ended December 31, 2021.
Common
Stock
As
of December 31, 2021, we were authorized to issue 1,000,000,000
shares of common stock with a par value of $0.01.
No
shares of common stock were issued during the quarter
ended December 31, 2021.
As
of December 31, 2021, 98,879,655 shares
of common stock were issued and outstanding.
Warrants
No
warrants were issued or outstanding during the six months
ended December 31, 2021 or 2020.
Stock
Options
We
currently have no stock option plan.
No
stock options were issued or outstanding during the
six months ended December 31, 2021 or 2020.
NOTE
9. SUBSEQUENT EVENTS
The
Company evaluated subsequent events after December 31, 2021, in accordance with FASB ASC 855 Subsequent Events, through the date of the
issuance of these financial statements.
On
January 4th, 2022, the company has entered into a Marketing and Branding Service Agreement with Outernational Holdings, dba
Digitl Mediums, a Nevada LLC in the amount of $44,600
to develop a marketing strategy and branding
assets, a web design and social media presence and to conduct an informal press release campaign.
On
February 16, 2022, the Board of Directors of the Company, by unanimous written consent, adopted resolutions authorizing the following
(collectively, the “Resolutions”):
| |
● |
an
amendment to the Articles of Incorporation, as amended, of the Company (the “Certificate”) to (a) decrease the authorized
number of shares of Common Stock from 1,000,000,000 to 250,000,000 (the “Authorized Common Decrease”), and (b) decrease
the authorized number of shares of “Blank-Check” Preferred Stock from 25,000,000 to 5,000,000 (the “Authorized
Preferred Decrease” and, with the Authorized Common Decrease, the “Authorized Decrease”); |
| |
● |
an
amendment to the Certificate to change the Company’s name from “JV Group, Inc.” to “Awaysis Capital, Inc.”
(the “Name Change”) |
| |
● |
a
change of the Company’s ticker symbol “ASZP” to “AWYS” or such other available symbol as determined
by the President of the Corporation (the “Ticker Symbol Change”); and |
| |
● |
to
adopt the 2022 Omnibus Award Incentive Plan (the “2022 Plan”), pursuant to which 19,775,931 shares of the Company’s
common stock are reserved for grant thereunder. |
The
Resolutions with respect to the Authorized Decrease, the Name Change, and the 2022 Plan will be described in more detail in the Company’s
Information Statements on Schedule 14C to be filed with the U.S. Securities and Exchange Commission (the “14C”).
Also
on February 16, 2022, Harthorne Capital Inc., the owner of approximately 99.2% of the common stock of the Company, adopted, ratified
and confirmed the Resolutions as resolutions of the stockholders of the Company, with the same force and effect as if they were adopted
at a duly constituted meeting of the stockholders of the Company.
The
Company intends to effect the Authorized Decrease, the Name Change and the 2022 Plan only upon filing of all applicable documents with
the Securities and Exchange Commission (the “SEC”), including the 14C, and the expiration of all applicable waiting periods
under SEC rules and regulations, including pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended.
Furthermore, the Company will not effect the Name Change or the Ticker Symbol Change until it receives all applicable approvals from
FINRA.