Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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AIRWA INC. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
831445408 (CUSIP Number) |
Michael Anthony Belfiore 8 Oakridge Lane, Edgecliff Village, TX, 76134 8174484451 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 831445408 |
| 1 |
Name of reporting person
Belfiore Michael Anthony | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,213,095.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
22.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
AIRWA INC. |
| (c) | Address of Issuer's Principal Executive Offices:
74 E. GLENWOOD AVE. #320, 74 E. GLENWOOD AVE. #320, SMYRNA,
DELAWARE
, 19977. |
| Item 2. | Identity and Background |
| (a) | Michael Anthony Belfiore |
| (b) | 8 Oakridge Lane Edgecliff Village, Texas 76134 |
| (c) | Private Investor |
| (d) | The Reporting Person has never been convicted in a criminal proceeding (excluding traffic violations). |
| (e) |
The Reporting Person has never been subject to any judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws. |
| (f) | United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
Personal funds in the amount of $1,027,428.93 from IRA and Brokerage accounts. | |
| Item 4. | Purpose of Transaction |
The Reporting Person reaffirms that the securities of the Issuer were acquired for investment purposes. The Reporting Person believes in the strategic potential of the Joint Venture initiatives and views them as a key component of long-term shareholder value creation. The Reporting Person remains committed to constructive engagement with management and the board of directors regarding corporate governance, transparency, and strategic direction. The Reporting Person intends to act in a collaborative manner and may communicate with other shareholders, analysts, or stakeholders to better understand positioning and governance practices. The Reporting Person does not intend to pursue any extraordinary corporate transactions, changes in board composition, or material changes to the business, capitalization, or structure. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person beneficially owns 3,213,095 shares of Common Stock, representing approximately 22.1% of the outstanding class. |
| (b) | For Michael Anthony Belfiore Sole power to vote or direct the vote - 3,213,095 votes Shared power to vote or direct the vote - 0 votes Sole power to dispose or direct the disposition - 3,213,095 votes Shared power to dispose or direct the disposition - 0 votes |
| (c) | 10/07/2025 - purchased 3,129,905 shares at $0.3205 per share from the Open Market 10/08/2026 - purchased 20,190 shares at $0.188 per share from the Open Market |
| (d) | No other person has the right to receive or direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. |
| (e) | Not applicable. The Reporting Person remains a beneficial owner of more than five percent of the class of securities. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Reporting Person has no contracts, arrangements, understandings, or relationships with respect to the securities of the issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
None |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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