UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
Or
For the transition period from ___________ to ___________
Commission file number:
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| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
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| (Address of principal executive offices) | (Zip Code) |
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| (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate
by checkmark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files).
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
No
As of May 10, 2025, the issuer had shares of its common stock, $0.001 par value per share, outstanding.
TABLE OF CONTENTS
| Page | ||||
| PART I - Financial Information | ||||
| Item 1 | Financial Statements | 1 | ||
| Consolidated Balance Sheets – As of March 31, 2025 (Unaudited) and June 30, 2024 | 1 | |||
| Consolidated Statements of Operations (Unaudited) – For the Three and Nine Months Ended March 31, 2025 and 2024 | 2 | |||
| 3 | ||||
| Consolidated Statements of Cash Flows (Unaudited) – For the Nine Months Ended March 31, 2025 and 2024 | 4 | |||
| Condensed Notes to Consolidated Financial Statements (Unaudited) | 5 | |||
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 10 | ||
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 11 | ||
| Item 4 | Controls and Procedures | 12 | ||
| Part II - Other Information | ||||
| Item 1 | Legal Proceedings | 12 | ||
| Item 1A | Risk Factors | 12 | ||
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 12 | ||
| Item 3 | Defaults Upon Senior Securities | 12 | ||
| Item 4 | Mine Safety Disclosures | 12 | ||
| Item 5 | Other Information | 12 | ||
| Item 6 | Exhibits | 13 | ||
| Signatures | 14 | |||
i
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GHST World Inc.
Consolidated Balance Sheets
| March 31, 2025 | June 30, 2024 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Total Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Advances from related parties | ||||||||
| Common stock payable | ||||||||
| Deferred revenue | ||||||||
| Total Current Liabilities | ||||||||
| Commitments and Contingencies (Note 7) | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock, $ par value; shares authorized; | ||||||||
| Series A, shares issued and outstanding at March 31, 2025 and June 30, 2024 | ||||||||
| Series B, shares issued and outstanding at March 31, 2025 and June 30, 2024 | ||||||||
| Common stock, $ par value, shares authorized; shares issued at March 31,2025 and June 30, 2024 |
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| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 1 |
GHST World Inc.
Consolidated Statements of Operations
(Unaudited)
| For the Three Months Ended March 31, | For the Nine Months Ended March 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Patent development costs | ||||||||||||||||
| Product development costs | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Other Income(expense): | ||||||||||||||||
| Other income | ( | ) | ||||||||||||||
| Total Other Income (expense) | ( | ) | ||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per common share - | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common shares outstanding- | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 2 |
GHST World Inc.
Consolidated Statements of Changes in Stockholders' Deficit
For the Three and Nine Months Ended March 31, 2025 and 2024
(Unaudited)
| Preferred Stock Series A | Preferred Stock Series B | Common Stock | Additional Paid in | Accumulated | Total Stockholders' | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Net loss for the three months ended March 31,2025 | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Balance June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Net loss for the nine months ended March 31, 2025 | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Preferred Stock Series A | Preferred Stock Series B | Common Stock | Additional Paid in | Accumulated | Total Stockholders' | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||
| Balance December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Net loss for the three months ended March 31, 2024 | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Balance June 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Issuance of common stock for services | — | — | ||||||||||||||||||||||||||||||||||
| Net loss for the nine months ended March 31, 2024 | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 3 |
GHST World Inc.
Consolidated Statements of Cash Flows
(Unaudited)
| For the Nine Months Ended March, 31 | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Deferred revenue | ( | ) | ( | ) | ||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Advances from related parties | ||||||||
| Net Cash Provided By Financing Activities | ||||||||
| Net increase (decrease) in cash | ( | ) | ( | ) | ||||
| Cash - beginning of period | ||||||||
| Cash - end of period | $ | $ | ||||||
| SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid during the year/period for: | ||||||||
| Interest | $ | $ | ||||||
| Taxes | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 4 |
GHST WORLD, INC.
Condensed Notes to Consolidated Financial Statements
March 31, 2025
(Unaudited)
NOTE 1- ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Background
GHST World Inc. (“the Company,” “we,” “our” or “us”), is a Delaware corporation that was incorporated on November 12, 1999. The Company is a holding company for various technology and other activities. The Company has acquired and is developing several patents in the technology sector.
Recent Developments
The Company is adding to its core focus by undertaking to enter the clean energy production and trading sector. Summaries of key agreements the Company’s subsidiary, Insside World Inc. (“Insside”), has entered to are described below. Management believes that the Company has reached a point where the losses from its existing business are no longer justifiable. As a result, in an attempt to provide shareholder value, Insside has entered into a series of agreements to acquire surface rights which are similar to land leases. In addition, Insside is transacting with a new special purpose entity, Green Capital SRL (“Green Capital”), an Italian company in Bergamo, which is charged with the duty of raising substantial capital to build solar plants. Upon construction of two solar plants, the Company’s subsidiary will purchase the electricity and resell it to third parties.
The agreements discussed below and the contemplated business of these entities in this enterprise generally envision that Green Capital will fund and construct the solar plants, and operate such plants when they are completed, with Insside acting as exclusive dealer by purchasing and selling the electricity produced from the plants to third parties, and providing consulting services on the construction and operation of the plants. Green Capital will receive any revenues generated from future energy production and sales. Insside will act as the exclusive distributor of the produced energy, deriving proceeds from its purchase of energy and resale of the energy at market prices. Green Capital is owned by a third party which is subject to a contractual arrangement affording certain rights relating to that entity to the Company’s Chief Executive Officer, including the right to obtain a majority of the equity interests of that entity in the future. The Company and Insside expect to enter into one or more further agreements with Green Capital to evidence and govern the intended economic rights among the parties.
On November 25, 2024, Insside entered into a
preliminary agreement to purchase the surface rights of land located in Morro D’Oro, Italy for the construction of a solar plant.
The surface area of the land is
On November 29, 2024, Insside entered into a preliminary agreement with Green Capital to assign the above purchased surface rights for the term of the agreements for construction. Green Capital is required to raise the capital and build and operate the solar plant. See the “Risk Factors” contained in our quarterly report on Form 10-Q for the fiscal quarter ended December 31, 2024, which was filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2025.
On January 24, 2025, Insside entered into the
preliminary agreement to purchase the surface rights of land that is located in Giulianova, Italy for construction of a solar plant. The
surface area is
On January 27, 2025, Insside entered into a preliminary agreement with Green Capital, to assign the above purchased surface rights for the term of the agreement for construction. Green Capital is required to raise the capital and build and operate the solar plant. See the “Risk Factors” contained in our quarterly report on Form 10-Q for the fiscal quarter ended December 31, 2024, which was filed with the SEC on February 19, 2025.
As a result of the agreements between Insside and Green Capital, Insside has assigned to Green Capital the surface rights and related rights and obligations under the agreements which Insside had entered into with the landowners. These agreements are currently in a waiting phase as Green Capital seeks to locate sources of capital to fund these arrangements. In the meantime, Insside's support and consultancy activities are ongoing, and the building permit applications are currently under review by the applicable authorities.
| 5 |
GHST WORLD, INC. Condensed Notes to Consolidated Financial Statements March 31, 2025 (Unaudited) |
On December 18, 2024, Insside entered into a
preliminary agreement with Ingenera SRL, owner of the two power generation plants currently under construction in Mosciano, Italy, to
carry out the activity of dealer for the sale of energy.
Because these agreements and the potential business of Insside are preliminary in nature, no assurance can be given that the prospective transactions or operations contemplated thereby will occur or yield the results or benefits intended or anticipated.
Insside has invested and intends to continue to invest in the software and resources necessary to develop this structure. We are currently in negotiations with other energy producers to purchase electricity from them and expand this line of business.
Basis of Presentation
The interim unaudited financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. In management's opinion, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly our results of operations and cash flows for the nine months ended March 31, 2025 and 2024, and our financial position as of March 31, 2025, have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.
Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these interim unaudited financial statements should be read in conjunction with the financial statements and notes thereto for the year ended June 30, 2024.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Liquidity and Going Concern
The financial statements have been prepared
on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course
of business for the foreseeable future. The Company had net losses of $
Management believes these conditions raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. The ability to continue as a going concern is dependent upon profitable future operations, positive cash flows, and additional financing. These financial statements do not include any adjustments related to the recovery and classification of recorded asset amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
Management intends to raise money through investors as needed to support its working capital needs. Currently the Company intends to raise capital from its existing shareholders and from the possible sale of a minority interest in its subsidiaries. Management cannot provide any assurances that the Company will be successful in completing these undertakings and accomplishing any of its plans.
Principles of Consolidation
The consolidated financial statements include the accounts of the following wholly owned subsidiaries:
| · | GHST Art World, Inc |
| · | GHST Sport Inc. |
| · | IoTT world Inc. |
| · | Insside World Inc. |
All intercompany balances and transactions have been eliminated in consolidation.
Concentration
The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash. The Company places its cash with financial institutions of high credit worthiness. At times, its cash with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it is a credit counterparty, and as such, it believes that any associated credit risk exposures are limited.
For the nine months ended March 31,2025 and 2024, the Company received all its revenues and deferred revenues from just a few customers. The Company is dependent on related parties for short term funding, who have provided a significant portion of the funding through March 31, 2025.
| 6 |
GHST WORLD, INC. Condensed Notes to Consolidated Financial Statements March 31, 2025 (Unaudited) |
Foreign Currency
Transaction gains and losses are recognized in earnings. The Company is subject to foreign exchange rate fluctuations in connection with the Company’s international transactions as certain vendor payments and repayments of related party advances are done in foreign currency.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
Such estimates and assumptions impact, among others, the following: fair value of share-based payments and deferred taxes.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.
Cash
Cash are amounts held at local banks. The Company had
Risks and Uncertainties
The Company is undertaking a new business venture that is inherently subject to significant risks and uncertainties, including financial, operational, technological and other risks that could potentially have a risk of business failure.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. The provisions of ASC Topic 606 require the following steps to determine revenue recognition: (1) Identify the contract(s) with a customer; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to the performance obligations in the contract; and (5) Recognize revenue when (or as) the entity satisfies a performance obligation.
The Company derives most of its revenues to date from consulting services. These services are contractual and contain identified performance obligations and are historically paid by the customer at the signing of the consulting contract. The Company recognizes revenues only when these identifiable performance obligations are satisfied. Payments that are received from customers in advance of when services are satisfactorily completed are reflected as deferred revenue on the accompanying consolidated balance sheets.
Accounts Receivable
Accounts receivables are recorded at the invoiced
amount. The Company regularly reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful
accounts is necessary based on any known or perceived collection issues. As of March 31, 2025 and June 30, 2024, the Company did
Fair Value
The carrying value of cash, other assets, accounts and other payable approximate their fair value based on the liquidity or the short-term maturities of these instruments. The fair value hierarchy promulgated by GAAP consists of three levels:
| · | Level one — Quoted market prices in active markets for identical assets or liabilities. |
| · | Level two — Inputs other than level one inputs that are either directly or indirectly observable; and |
| · | Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. |
Determining which category an asset or liability falls within the hierarchy
requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company has
| 7 |
GHST WORLD, INC. Condensed Notes to Consolidated Financial Statements March 31, 2025 (Unaudited) |
Impairment of Long-Lived Assets
The Company accounts for impairment of long-lived assets in accordance with Accounting Standards Codification (“ASC”) 360, Property, Plant and Equipment, (“ASC 360”). Long-lived assets for the Company consist primarily of other assets and patents. In accordance with ASC 360, the Company periodically evaluates long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When triggering event indicators are present, the Company obtains appraisals on an asset-by-asset basis and will recognize an impairment loss when the sum of the appraised values is less than the carrying amounts of such assets. The appraised values, based on reasonable and supportable assumptions and projections, require subjective judgments. Depending on the assumptions and estimates used, the appraised values projected in the evaluation of long-lived assets can vary within a range of outcomes. The appraisals consider the likelihood of possible outcomes in determining the best estimate for the value of the assets.
Research and Development
Research and development costs are expensed as incurred. These costs consist primarily of costs related to the development of new products.
Segment Information
The Company operates as a single operating segment and single reportable segment. Operating segments are defined as components of a business that can earn revenue and incur expenses and for which discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM, the Chief Executive Officer, allocates resources and assesses performance based upon condensed consolidated financial information due to the interconnected relationship of the Company’s products to the same customers, therefore manages its business as a single operating segment.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The effect of income tax positions is recognized only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
The Company applies the fair value method of ASC 718, Share Based Payment, in accounting for its stock-based compensation. This accounting standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period, if any. We measure stock-based compensation using the fair market value of the Company’s common stock on the date of the grant.
Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common shares outstanding for the period, and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. The Company had potentially dilutive securities outstanding for the nine and three months ended March 31, 2025 or 2024.
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. All disclosure requirements under ASU 2023-07 are required for public entities with a single reportable segment. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis, with early adoption permitted. The Company implemented this new guidance during the nine months ended March 31,2025 with no impact on the Company’s consolidated financial statements.
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
NOTE 3- PATENTS
The Company obtained a US patent dated June
30, 2020, which is a protection device used in sporting activity with monitoring capabilities. The Company has also obtained a European
and Hong Kong Patent for the same device in March 2023. The Company has incurred a total of $
| 8 |
GHST WORLD, INC. Condensed Notes to Consolidated Financial Statements March 31, 2025 (Unaudited) |
NOTE 4- COMMON STOCK PAYABLE
The Company has an
agreement with certain investors to convert their investment into common stock of the Company at a price equal to the average value
of the stock over the previous six months. The conversion was contingent on the Company effectuating a
NOTE 5- RELATED PARTY TRANSACTIONS
At March 31, 2025 and June 30,2024,
the Company owed related parties a total of $
As shown in Note 4, the Company has committed
to converting certain debts to equity. Included in the debts is $
NOTE 6- STOCKHOLDERS’ EQUITY
Preferred Stock Series A and B
The Company is authorized
to issue a total shares of any class of Preferred stock. There are currently shares
of Series A Preferred Stock and shares
of Preferred Series B Stock issued and outstanding, Series A Preferred Stock is entitled to
NOTE 7- COMMITMENTS AND CONTINGENCIES
Legal Matters
From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. There are no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.
NOTE 8- SUBSEQUENT EVENTS
The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements were issued for potential recognition or disclosure. The Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.
| 9 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Overview; Recent Developments
We are a holding company that has been seeking to exploit a patent and obtain and exploit future patents for the Smart Shin Guard. Because of the delays in developing a business and in being able to monetize the Smart Shin Guard business and due to our continuing losses, we are currently focusing on electricity production from solar plants to be developed in Italy and engaging in energy trading.
The Smart Shin Guard is a wearable protective device designed to be used while playing soccer and other sports combined with data collection and analysis technology that monitors players’ individual and collective physical and performance-based metrics and transmits this information to a separate module in real-time.
More recently, in late 2024 and early 2025 the Company has entered into certain agreements for a new clean energy business through its subsidiary as disclosed under Note 1 – Organization, Description of Business and Basis of Presentation under the subheading “Recent Developments” in the footnotes to the financial statements contained in this Report. These agreements provide for the Company’s lease of certain land in Italy for solar energy projects, the construction of solar energy plants by a Green Capital assuming financing is obtained and the sale of electricity from such projects and any separate arrangements we may undertake with respect to the sale of electricity.
We have not generated revenue on a consistent basis or in amounts which are necessary to offset operating losses, and need substantial additional financing to continue the development and commercialization of our business plan and related products and services. However, we expect to generate revenue from the sale of electricity to third parties under separate arrangements which we are in the process of negotiating and structuring, as well as from our existing arrangements with Green Capital if and when Green Capital is able to raise the necessary capital to construct the solar plants contemplated by those arrangements. See Note 1 in the accompanying footnotes to our financial statements contained in this Report. However, no assurances can be given that these efforts will result in us generating material revenue on a consistent basis or at all.
Results of Operations
The following discussion should be read in conjunction with the financial statements and notes thereto included elsewhere in this Report.
Fiscal Quarter Ended March 31, 2025 Compared to the Fiscal Quarter Ended March 31, 2024
We had revenues of $4,755 in the three months ended March 31, 2025 and $431 in the three months ended 2024, and we sustained net losses of $31,532 and $27,915, respectively, in those periods. During the three months ended March 31, 2025 and 2024, expenses consisted primarily of general and administrative expenses, including general business administration and professional fees for legal and accounting services.
Nine Months Ended March 31, 2025 Compared to the Nine Months Ended March 31, 2024
We had revenues of $55,359 in the nine months ended March 31, 2025 and $40,126 in the nine months ended 2024, and we sustained net losses of $89,963 and $464,714, respectively, in those periods. The higher net loss in the 2024 period primarily resulted from the product development costs in such period with no corresponding charge in the 2025 period. The decrease in net loss in the 2025 period primarily related to a lack of product development costs in such period compared to $324,523 in product development costs in the 2024 period representing non-cash stock compensation paid to a third party vendor for services relating to research and development efforts for our Smart Shin Guard which are remain ongoing and are expected to continue in the near future, and higher general and administrative expenses in the 2024 period.
Our total operating expenses were $145,322 and $504,764 during the nine months ended March 31, 2025 and 2024, respectively, reflecting decreased product development costs of $0 in the 2025 period compared to $324,523 in the 2024 period, decreased general and administrative expenses of $136,358 in the 2025 period compared to $180,241 in the 2024 period, and an increase in patent development costs of $8,964 in the 2025 period compared to $0 in the 2024 period.
We do not expect to generate material revenue unless and until we can implement our business plan and begin marketing our products and services in sufficient quantities, which was previously delayed by external forces and our limited capital, and may be further delayed in future periods.
Looking ahead, we are focusing our efforts on developing our new energy business. We are in the process of seeking to finalize the structure for the purchase and sale of electricity on behalf of third parties, and in addition to this we expect that if Green Capital is able to raise the necessary capital, the solar plants will begin operating by approximately nine to 12 months from the date the necessary capital is raised. Management estimates that Green Capital will need to raise and deploy approximately $7 million to $10 million to construct and commence operations for one solar plant. Management estimates that after a plant is constructed, the plant would require approximately $60,000 – 80,000 to operate such plant for approximately 12 months, the funding for which will also be the responsibility of Green Capital.
The Company is also seeking a strategic partner with the goal of integrating the Smart Shin Guard into a complete solution and launching the product to market. This does not exclude the fact that we are continuing to develop the product independently in order to have a market-ready version available in the coming months.
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Liquidity and Capital Resources
Net Cash used by Operating Activities:
For the nine months ended March 31, 2025, net cash used in operating activities was $(135,899) as compared to net cash used in operating activities of $(127,786) for the nine months ended March 31, 2024. The increase was due to an increase in accounts receivable of $2,092 for the 2025 period compared to $(6,348) for the 2024 period, stock compensation of $324,523 in the 2024 period with no corresponding charge in the 2025 period, decreased accounts payable and accrued expenses of $(10,931) for the 2025 period compared to $25,227 for the 2024 period and decreased deferred revenue of $(37,098) for the 2025 period compared to $(6,474) for the 2024 period.
Cash Flows from Financing Activities:
Net cash provided by financing activities for the nine months ended March 31, 2025 were $117,741 compared to $88,367 for the nine months ended March 31, 2024, in each case reflecting advances from related parties.
Liquidity
We had $144 in available cash as of March 31, 2025. For the past two years we have been relying on loans from our current investors and related parties and proceeds from sales of our common stock to fund our operations. As reflected in Note 2 in the footnotes to the financial statements contained in this Report, management has expressed substantial doubt about our ability to continue as a going concern for the next 12 months from the date the financial statements were issued, unless we can raise the required capital or generate material revenue to fund our operations.
Because Green Capital is not owned by the Company, our capital needs are more modest. We will need capital to pay public company costs and Delaware expenses, and pay our corporate overhead as well as relating to patent maintenance and technology development for the Smart Shin Guard. We estimate that these expenses are approximately $200,000 per year.
The Company expects to continue to use a portion of the authorized but unissued shares to raise capital and/or to convert previous loans made to the Company.
Cautionary Note Regarding Forward Looking Statements
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our new business plan and prospective operations and arrangements involving the construction of solar plants and the sale of electricity and potential transactions and potential future revenue and other benefits of such plan and operations, the development of the Smart Shin Guard and plans to pursue a market for and begin commercializing the product, future sources of revenue and anticipated timing and efforts relating to revenue-generating activities, our exploration of potential new business opportunities, the implementation of our business plan and expected timelines for meeting objectives, strategic alliances, our capital raising efforts, our liquidity. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include the risks arising from any inability to raise sufficient capital by us or our related party partner or otherwise proceed with our business plans, the potential adverse effects of United States tariffs and any retaliatory actions, interest rates, geopolitical conflicts such as those occurring in Israel and Ukraine and negative operational impacts or an economic downturn or recession which may result, which may result in delays or obstacles in or prevent us from raising capital as and when needed or at all, supply chain disruptions, shortages and delays and other potential unforeseen events which may adversely affect our ability to develop, manufacture and sell our products and/or offer any services within the intended timeframes or at all, declines in consumer and business spending, risks and uncertainties surrounding the new business opportunities we seek to pursue in the clean energy sector, and the risks disclosed in our prior filings with the SEC including in our quarterly report on Form 10-Q for the fiscal quarter ended December 31, 2024 under “Item 1A - Risk Factors” and those set forth in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 under “Item 1A. – Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officers, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officers have concluded that our disclosure controls and procedures as of March 31, 2025 were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms because of a material weakness in the Company’s internal control over financial reporting. Specifically, the Company did not maintain effective controls to identify and maintain segregation of duties to support the identification, authorization, approval, accounting for, and the disclosure of related-party transactions and non-routine transactions. One individual, the Chief Executive Officer, initiates related-party transactions and non-routine transactions and also reviews, evaluates and approves these same transactions.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act that occurred during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II: OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
From time-to-time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of this Report, we are not aware of any other pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A – RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
All unregistered sales of equity securities through the period covered by this Report have previously been disclosed.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5 - OTHER INFORMATION
During the three months ended March 31, 2025, none
of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)
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ITEM 6 – EXHIBITS
| Incorporated by Reference | Filed or Furnished | ||||||||||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | ||||||||||||
| 2.1 | Certificate of Merger | 10-K | 2/18/2010 | 3.2 | |||||||||||||
| 3.1 | Amended and Restated Certificate of Incorporation | 10-12G | 3/9/2021 | 3.1 | |||||||||||||
| 3.1(a) | Certificate of Amendment to Certificate of Incorporation (Reverse Stock Split) | 10-Q | 11/15/2021 | 3.2 | |||||||||||||
| 3.1(b) | Certificate of Amendment to Certificate of Incorporation (Decrease in Authorized Capital) | 10-Q | 11/15/2021 | 3.3 | |||||||||||||
| 3.1(c) | Certificate of Designation | 10-K | 2/18/2010 | 3.3 | |||||||||||||
| 3.2 | Amended and Restated Bylaws | 10-12G | 3/9/2021 | 3.3 | |||||||||||||
| 31.1 | Certification of Principal Executive Officer (302) | Filed | |||||||||||||||
| 31.2 | Certification of Principal Financial Officer (302) | Filed | |||||||||||||||
| 32.1 | Certification of Principal Executive and Principal Financial Officers (906) | Furnished* | |||||||||||||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | Filed | |||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed | |||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed | |||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed | |||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed | |||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed | |||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | Filed | |||||||||||||||
*This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
Copies of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to GHST World Inc., 3001 PGA Blvd., Suite 305, Palm Beach Gardens, FL 33410.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GHST World Inc. | |||
| Dated: May 15, 2025 | By: | /s/ Roberto Castellazzi | |
| Roberto Castellazzi, Chief Executive Officer | |||
|
(Principal Executive Officer)
| |||
| Dated: May 15, 2025 | By: | /s/ Marcello Appella | |
| Marcello Appella, Chief Financial Officer | |||
|
(Principal Financial Officer)
| |||
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