GHST World Inc.

GHST World Inc. operates across several early-stage and development-stage business lines rather than a single established industry, with its legacy focus on technologically-enhanced sports equipment and related intellectual property, a clean energy production and trading initiative pursued through its Insside World subsidiary, an art holdings business through GHST Art World, and an internet-of-things and artificial intelligence technology effort through IoTT World. The market for business combinations and strategic transactions in which the Company now seeks to participate is characterized by substantial competition from other companies organized and funded for similar purposes, including small venture capital firms, blank check companies, and wealthy investors, many of which have substantially greater financial and other resources. In the sports equipment and player-tracking technology field, competition comes from sports equipment and apparel developers, wholesalers and retailers, as well as other businesses offering player and team tracking technology, including Soccerment and TibTop, each of which offers wearable shin guards, and Catapult Sports, which offers similar wearable devices with some level of data collection, analysis and transmission functionalities, while in American football Zebra Technology provides equipment with motion and data tracking systems similar to the functions the Smart Shin Guard is designed to offer at the professional level. The clean energy industry has a growing number of participants as economic, social and environmental factors have enhanced public interest in power production that reduces environmental impact and carbon footprints, and the artificial intelligence and connected-device technology market has accelerated at a rapid rate with a high volume of new market entrants in addition to a large number of large, well-funded businesses, leaving the market currently saturated with such products. The Company characterizes itself as being at a competitive disadvantage relative to many competitors given its limited financial and human resources, its small size and lack of resources, and the likelihood that it would need to offer capital stock only rather than cash for any transaction it identifies.

The Company faces direct competition in its sports technology efforts from sports equipment and apparel developers, wholesalers and retailers, as well as other businesses offering player and team tracking technology, some of which sell similar products, and many of which have significantly greater capital and human resources. Named competitors include Soccerment and TibTop, each of which offers wearable shin guards, Catapult Sports, which offers similar wearable devices with some level of data collection, analysis and transmission functionalities, and Zebra Technology, which provides equipment with motion and data tracking systems similar to the functions the Smart Shin Guard is designed to offer at the professional level, with Zebra and other companies providing similar technology at the collegiate and lower levels. With respect to the phone app for the Smart Shin Guard, there is at least one other similar application called Goalon which allows users to track certain performance metrics directly on their cellular device. The Company believes that if it is able to successfully complete development and bring the Smart Shin Guard to market, the breadth and depth of the data the product is designed to collect, analyze and transmit could provide a competitive advantage over certain existing and prospective competing products, although development of the Smart Shin Guard remains suspended. In its search for a business combination, the primary source of competition is expected to be from other companies organized and funded for similar purposes, including small venture capital firms, blank check companies, and wealthy investors, many of which may have substantially greater financial and other resources, and the Company anticipates being at a competitive disadvantage compared to many of its competitors in its efforts to obtain an operating business or assets necessary to commence operations in a new field. In the clean energy industry, many competitors will be better capitalized and have greater resources and longer operating histories, and in the artificial intelligence and connected-device space, many competitors have more capital, experience and progress with respect to their offerings.

The Company is a holding company for various technology and other activities that has historically focused on the development of several patents in the technology sector, and it derives most of its revenues to date from consulting services provided to the energy sector, with those services being contractual, containing identified performance obligations, and historically paid by the customer at the signing of the consulting contract. Revenue is recognized only when identifiable performance obligations are satisfied, and payments received from customers in advance of when services are satisfactorily completed are reflected as deferred revenue on the consolidated balance sheets. The Company operates as a single operating segment and single reportable segment, with the Chief Executive Officer as chief operating decision maker allocating resources and assessing performance based upon condensed consolidated financial information due to the interconnected relationship of the Company's products to the same customers. For the years ended June 30, 2026 and 2025, the Company received all its revenues and deferred revenues from just a few customers, and it is dependent on related parties for short term funding, who have provided a significant portion of the funding through June 30, 2026. The Company has no full-time employees, with its officers providing services on a part-time basis, and its directors and officers are located in Italy and other European countries while it maintains an executive office in Palm Beach Gardens, Florida for occasional use.

The Company's legacy sports technology business is conducted through GHST Sport Inc., formed on April 3, 2019 as a wholly-owned subsidiary, which holds the rights to the 2015 Italian patent and underlying concept for the Smart Shin Guard acquired in 2018 in exchange for 2,000,000 shares of common stock issued in December 2021. The Smart Shin Guard is designed as a shin guard, a form of protective equipment placed on the front portion of the lower leg while playing soccer and similar sports, that combines 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, with examples of information it can collect and analyze including covered distance, acceleration, kicking force, collision impact, positioning, directional movement, and performance alerts. The Company obtained a U.S. patent for the Smart Shin Guard (Patent No. US 10,695,651 B2) and in October 2022 received confirmation of the assignment of the European patent covering five countries (Italy, France, Spain, Germany and the United Kingdom), and in March 2023 was granted a patent for the Smart Shin Guard in Hong Kong, which it subsequently determined to abandon. The Company has incurred a total of $81,214 ¹ of costs to register and develop the patent since obtaining it, and for the years ended June 30, 2026 and 2025 incurred $13,039 ² and $12,377 ³, respectively, of patent costs recorded as operating expenses. On September 23, 2023, the Company entered into a joint venture agreement with Cross-Ing, an electronics and AI development company, contemplating further development of the Smart Shin Guard for soccer and other sports, with a particular view to developing software for the smart phone application and expanding the product's use to other sports, in exchange for 40,000 Swiss Francs (approximately $44,068 U.S. Dollars) per milestone achieved as determined by a steering group, 4,476,176 shares of the Company's common stock, and royalty payments of 1 Swiss Franc (approximately $1.10 U.S. Dollars) per unit sold for up to 150,000 units. The Company completed Beta testing of the functionality of the Smart Shin Guard in July 2024, but development of the prototype was subsequently delayed and remains suspended due to disagreements with the third party developer regarding the product's development process and timeline, with Cross-Ing requesting additional cash payments to continue development work.

The Company's clean energy initiative is conducted through InSSIDe World, Inc., a Florida corporation formed in April 2023 as a wholly-owned subsidiary, which beginning in later calendar year 2024 undertook to enter the clean energy production and trading sector and entered into a series of agreements to acquire surface rights, similar to land leases, and engaged a special purpose entity, Green Capital SRL, an Italian company in Bergamo, which was charged with raising the substantial capital required to build the solar plants and is operated by the Company's Chief Executive Officer, Roberto Castellazzi. Green Capital was unable to secure the financing necessary to construct the solar plants contemplated by the agreements, and because continuation of the preliminary surface rights agreements was contingent upon obtaining such financing, the Company is currently in the process of terminating those agreements and has suspended its operations with respect thereto, though it may in the future pursue opportunities to realize value from the design work and feasibility studies already completed for the relevant sites, including through their potential transfer to third parties. InSSIDe's consulting activities were substantially reduced following the Company's decision to terminate its relationship with its former Chief Executive Officer, who had been primarily responsible for managing those activities. The Company's art holdings business, GHST Art World Inc., was acquired on June 29, 2019 and holds a portfolio of 119 art paintings and reproductions as its principal assets, has not sold any of these items or generated any revenue, and is currently exploring potential opportunities involving the redevelopment and conversion of properties considered to have artistic and cultural significance into luxury wellness facilities, with several properties identified that the Company believes could potentially be suitable, though these activities remain at a preliminary and exploratory stage. The Company's internet-of-things subsidiary, IoTT World Inc., formed in April 2019, has focused on the identification and development of artificial intelligence applied to sports through the creation of the Neuralship brand, and has begun operating in this area and commenced commercially offering related services through its iottworld.com website, focusing on the development and delivery of artificial intelligence and digital twin solutions applied to sports performance, including virtual modeling of athlete and team performance, biomechanical simulations, image and movement analysis using computer vision, predictive performance analytics, workload and fatigue monitoring, and artificial intelligence infrastructure for real-time data processing, though IoTT has only recently commenced developing these solutions and has not generated material revenue from them to date.

During the fiscal year ended June 30, 2026, the Company began evaluating strategic alternatives designed to reposition its business for long-term growth as a result of its lack of capital needed to further its legacy business plans, and it is undertaking a strategic shift with a new focus on identifying, negotiating and completing a business combination or strategic transaction such as a reverse merger with an operating business with a view to acquiring a revenue-generating business. While the Company is not limiting its search to any single industry or sector, management is currently focusing its search on entities which operate in the technology, artificial intelligence, software and digital services sectors, as well as potentially with certain innovative businesses in the industrial and life sciences sectors. The Company's only discussions in connection with such a transaction have been preliminary in nature, and it has not entered into any letter of intent or other agreement or understanding with respect to any such transaction. During the fiscal year ended June 30, 2026, the Company borrowed $132,571 ⁴ from Roberto Castellazzi, the Company's Chief Executive Officer and Chairman of the Board, and during the fiscal year ended June 30, 2025, the Company borrowed $147,917 ⁵ from Mr. Castellazzi, with the total amount outstanding as of June 30, 2026 also including amounts advanced in prior periods by Esterino Castellazzi, the Company's former President and former Chairman of the Board of Directors, who advanced $142,959 ⁶ in the fiscal year ended June 30, 2024 and $36,260 ⁷ in the fiscal year ended June 30, 2023. On April 9, 2026, a preliminary agreement with a customer was terminated as the customer was unable to complete two power generation plants under construction in Mosciano, Italy and therefore was unable to connect them to the grid as required, and as a result the customer forfeited its deposit of $34,109 ⁸, which had been recorded as deferred revenue and was recognized as other income as of June 30, 2026.

The Company generated $13,852 ⁹ in revenue in the fiscal year ended June 30, 2026 relating to InSSIDe's activities in the field of renewable energy, compared to revenue of $60,469 ¹⁰ in the fiscal year ended June 30, 2025 relating to InSSIDe's activities in the field of renewable energy, and sustained net losses of $85,918 ¹¹ and $182,848 ¹², respectively, in those periods. General and administrative expenses decreased to $121,642 ¹³ in FY 2026 from $230,160 ¹⁴ in FY 2025, and the Company recognized $34,955 ¹⁵ of other income in FY 2026 compared to none in FY 2025, with these factors offsetting the decline in revenue and accounting for the reduction in net loss. The Company used net cash of $134,228 ¹⁶ in operating activities in FY 2026 compared to $163,701 ¹⁷ in FY 2025, and cash flows from financing activities were $132,571 ¹⁸ in FY 2026 compared to $147,917 ¹⁹ in FY 2025, arising from advances from related parties in each period, while the Company had no cash flows from investing activities in either period. The Company had approximately $861 ²⁰ in available cash as of June 30, 2026, an accumulated deficit of $14,150,715 ²¹ through June 30, 2026, and a stockholders' deficit of $577,040 ²² as of June 30, 2026, and management has expressed substantial doubt about the Company's ability to continue as a going concern unless it can raise the required capital or generate material revenue to fund its operations.

The Company estimates that it will need to raise at least $200,000 ²³ in order to meet its working capital needs for the next 12 months, and it does not have sufficient capital to support its operations for the next 12 months and will depend upon the proceeds from a financing, which may consist of sales of its common stock, the issuance of debt securities and/or issuance of securities convertible into shares of its common stock, any of which could have a dilutive effect on its existing shareholders. This estimate does not include working capital which will be required in the event the Company is able to identify and complete a business combination or strategic transaction with an operating business, the required capital for which will be dependent on the operations and capital needs of any business or assets resulting therefrom. The Company intends to continue to raise capital from existing investors if and to the extent possible, and it plans to phase in its expenses and grow its business as working capital is available. Management intends to raise money in the future through investors as needed to support its working capital needs, and currently intends to seek capital from existing shareholders and other potential investors and may also consider other strategic alternatives, including the possible sale of a minority interest in one or more of its subsidiaries or a business combination or other strategic transaction.

The Company's primary growth vector is its strategic shift toward identifying, negotiating and completing a business combination or strategic transaction such as a reverse merger with an operating business with a view to acquiring a revenue-generating business, which could allow the Company to combine with an operating business that already generates meaningful revenues. While the Company is not limiting its search to any single industry or sector, management is currently focusing its search on entities which operate in the technology, artificial intelligence, software and digital services sectors, as well as potentially with certain innovative businesses in the industrial and life sciences sectors, and it intends to continue evaluating opportunities that it believes may be strategically and financially attractive. The Company may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets, or is an established business experiencing financial or operating difficulties and is in need of additional capital, or alternatively a business combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets. Management anticipates that the Company will likely only be able to effect one business combination due to its limited capital, and this lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future because it will not permit the Company to offset potential losses from one venture or operating territory against gains from another. As of the date of the report, discussions regarding potential business combinations have been preliminary in nature, and the Company has not entered into any letter of intent, definitive agreement or other binding arrangement with respect to any such transaction.

A second growth vector is the continued development and potential commercialization of the Smart Shin Guard and the expansion of the Company's artificial intelligence and digital twin offerings through IoTT World. The Company may seek to raise the necessary capital and, if successful in doing so, will continue its efforts to develop and execute on its legacy business plans including with respect to the Smart Shin Guard and other legacy business activities that it may determine remain viable, as well as the development and offering of other products, services and technology solutions. The patents contemplate potential application of the invention within other forms of athletic equipment outside of shin guards used in soccer or similar sports, and the Company may consider expanding its technology to other applications of the invention in the sporting world depending on the results of its efforts to market and sell the Smart Shin Guard. IoTT has begun operating in the artificial intelligence applied to sports area and has commenced commercially offering related services through its iottworld.com website, focusing on the development and delivery of artificial intelligence and digital twin solutions applied to sports performance, including virtual modeling of athlete and team performance, biomechanical simulations, image and movement analysis using computer vision, predictive performance analytics, workload and fatigue monitoring, and artificial intelligence infrastructure for real-time data processing, with these technologies designed to collect and analyze information regarding athletes' performance through images and video and to reconstruct and simulate movements and athletic actions using digital twin technologies without necessarily depending on the use of a physical device such as the Smart Shin Guard. This activity represents an expansion of IoTT's business model and does not reflect a discontinuation of the Company's Smart Shin Guard project, though IoTT has only recently commenced developing these solutions and has not generated material revenue from them to date. The Company may also in the future pursue opportunities in an effort to realize value from the design work and feasibility studies already completed for the relevant clean energy sites, including through their potential transfer to third parties that may be interested in financing and developing the projects, and Insside may pursue other opportunities in the clean energy space as management may determine and subject to accessing the necessary capital.

The Company's cost structure is dominated by general and administrative expenses and patent development costs, with general and administrative expenses decreasing to $121,642 in FY 2026 from $230,160 in FY 2025, and patent development costs of $13,039 in FY 2026 compared to $12,377 in FY 2025. Total operating expenses were $134,681 ²⁴ in FY 2026 compared to $242,537 ²⁵ in FY 2025. The Company plans to phase in its expenses and grow its business as working capital is available, and it will need to successfully develop and commercialize viable products or services, complete a business combination or other strategic transaction with an operating business, or otherwise establish revenue-generating operations sufficient to offset its operating and development costs in order to become profitable. The Company will also need to access sufficient capital, form strategic alliances and successfully develop or support the operations of any future business opportunities it may pursue. Subject to raising sufficient capital, the Company plans to take steps to remediate its material weaknesses, including strengthening its accounting and financial reporting resources, establishing additional written policies and procedures, and retaining additional qualified accounting personnel or consultants as appropriate, and as its business expands it intends to retain additional consultants as required.

The Company currently has no full-time employees, with its officers providing services on a part-time basis, and it relies and expects to continue to rely primarily on outside consultants and independent contractors to develop and market its products and/or expand its business models due to its limited capital. The Company's officers and directors are located in Italy and other European countries, while it maintains an executive office in Palm Beach Gardens, Florida for occasional use, and it believes its presence in the United States and Europe provides it with access to potential business opportunities, professional relationships and capital markets in both regions. The Company will rely on a combination of direct sales, licensing agreements, and the use of its website to sell its Smart Shin Guard and any other products or services it has or may develop or acquire, and it may rely on third party consultants and suppliers in any future business opportunities it may pursue. If the Company is able to successfully complete a business combination and/or develop and market its products and services, it will likely need to expand its management team and other key personnel by recruiting and employing experienced executives and key employees and/or consultants capable of providing the necessary support. The Company does not have any agreements to manufacture its products, and its future costs may impact its ability to price its products at a level which generates future sales.

The Company has not paid cash dividends on its common stock and does not plan to pay such dividends in the foreseeable future, as it intends to retain any earnings for development and expansion of its business operations, and its Board of Directors will determine future dividend policy on the basis of many factors, including results of operations, capital requirements, and general business conditions. The Company does not have any securities authorized for issuance or outstanding under an equity compensation plan or equity compensation grants made outside of such a plan. The Company's capital allocation is currently constrained by its limited liquidity, with approximately $861 in available cash as of June 30, 2026, and its financing activities in FY 2026 consisted of $132,571 in advances from related parties compared to $147,917 in FY 2025. The Company has relied heavily on incurring indebtedness from shareholders and other third parties and repaying that indebtedness in shares of its common stock, and it expects this trend to continue unless it is able to fund another source of capital, which may include issuing other forms of securities with terms that could limit its operational flexibility, subordinate the rights of shareholders or have other negative features. In December 2021 and February 2022, following a 1-for-100 reverse split and an agreement with certain of its lenders, the Company issued a total of 118,663,761 shares to lenders in satisfaction of $225,259 in indebtedness at a per share price of approximately $0.0019 per share, below the fair market value of the shares based on accounting principles.

The Company faces structural headwinds that management has explicitly flagged to its growth plan, foremost among them its inability to continue as a going concern absent obtaining adequate new debt or equity financing, with accumulated losses through June 30, 2026 of $14,150,715 since inception and an auditor opinion containing an explanatory paragraph regarding the Company's ability to continue as a going concern. The Company does not have sufficient working capital and cash flows for continued operations for at least the next 12 months, and its continued existence is dependent upon obtaining the necessary capital to meet its expenditures. The adverse impacts on the global economy or any subsequent or further financial hardship caused by the geopolitical conflicts in Ukraine and the Middle East, or the ongoing impacts of inflation and increased central banks interest rates in response, along with any recession or market downturn which may result, could adversely affect the Company's ability to raise capital, and if adequate additional debt and/or equity financing is not available on reasonable terms or at all, the Company may not be able to remain in business and will have to cease operations. The Company has been required to substantially limit its operations and the pursuit of its business plans and development efforts due to its lack of adequate resources, and it has largely suspended its business development operations with respect to its legacy business plans. The Company's development efforts for the Smart Shin Guard have been and remain suspended, and a disagreement with Cross-Ing regarding the product's development and timeline has arisen, with the Company's ability to re-commence development depending on resolving these issues in addition to obtaining the necessary capital. The Company's initial solar projects have been suspended because Green Capital was unable to secure the necessary financing, and the Company is in the process of terminating the preliminary surface rights agreements, with the future of this element of its business plan remaining uncertain.

The Company faces execution risks in its pursuit of a business combination, including that it may face difficulty identifying a viable business opportunity or negotiating, financing or otherwise consummating any resulting business combination, and that economic factors beyond its control, including inflation, interest rate increases, geopolitical turmoil and any consequent economic downturn, as well as increased competition for acquisitions of operating entities, may hinder its efforts to locate and/or complete a business combination with a business that is suitable for its business goals on valuation and transaction terms acceptable to it and its shareholders. The Company has no current arrangement, agreement or understanding with respect to engaging in a business combination with any specific entity, has not established specific metrics and criteria it will look for in a target company, and may face difficulty reaching a mutual agreement with any such entity. Given the current economic climate, venture capital firms, larger companies, blank check companies such as special purpose acquisition companies and other investors may actively compete for operating businesses and assets that could also be potential targets for the Company, and these parties may have greater capital or human resources and/or more experience in a particular industry. The Company may expend significant time and capital on a prospective business combination that is not ultimately consummated, and the investigation of each specific target business and any subsequent negotiation and drafting of related agreements, SEC disclosure and other documents will require substantial amounts of management's time and attention and material additional costs in connection with outsourced services from accountants, attorneys and other professionals. It is unlikely that the Company's shareholders will be afforded the opportunity to evaluate and approve a proposed business combination, as in most cases business combinations do not require shareholder approval under applicable law, and the Company's Certificate of Incorporation and bylaws do not afford shareholders with the right to approve such a transaction.

The most material risk to GHST World is its ability to continue as a going concern, as the Company has accumulated losses through June 30, 2026 of $14,150,715 since inception, had approximately $861 in available cash as of June 30, 2026, a working capital deficit of $577,040 , and net losses of $85,918 and $182,848 for the years ended June 30, 2026 and 2025, with the auditors issuing an opinion containing an explanatory paragraph regarding the Company's ability to continue as a going concern. The Company estimates it will need to raise at least $200,000 to meet working capital needs for the next 12 months, and if adequate additional debt and/or equity financing is not available on reasonable terms or at all, it may not be able to remain in business and will have to cease operations. A second material risk is the Company's dependence on completing a business combination or strategic transaction to acquire a revenue-generating business, as it has no current arrangement, agreement or understanding with respect to any specific entity, has not entered into any letter of intent or definitive agreement, and may face intense competition from venture capital firms, larger companies, blank check companies and other investors that may have greater capital or human resources. A third material risk is the suspension of the Smart Shin Guard development program due to disagreements with third party developer Cross-Ing regarding the product's functionality and level of completion and Cross-Ing's request for additional cash payments, with the Company having already issued 4,476,176 shares of common stock and agreed to milestone payments of 40,000 Swiss Francs (approximately $44,068 U.S. Dollars) and royalties of 1 Swiss Franc (approximately $1.10 U.S. Dollars) per unit sold for up to 150,000 units, and with the Company's patents having a limited lifespan such that continued delays could reduce the time during which it can commercialize the product under patent protection. A fourth material risk is the suspension of the clean energy business after Green Capital was unable to secure the financing necessary to construct the contemplated solar plants, forcing the Company to terminate the preliminary surface rights agreements and leaving the future of this element of its business plan uncertain. A fifth material risk is the Company's continued dilution of existing shareholders through the issuance of shares to satisfy indebtedness, as demonstrated by the December 2021 and February 2022 issuance of 118,663,761 shares to lenders in satisfaction of $225,259 in indebtedness at a per share price of approximately $0.0019 per share, below fair market value, with the Company expecting this trend to continue unless it can fund another source of capital.

Management's message to shareholders is dominated by an acknowledgment of the Company's severe capital constraints and a strategic pivot away from its legacy business plans toward the pursuit of a business combination or strategic transaction with an operating, revenue-generating business. The Company has generated no material revenue during the last three fiscal years or current fiscal year, and in order to continue as a going concern it requires additional capital either through a debt or equity financing, with management estimating that it will need to raise at least $200,000 in order to meet its working capital needs for the next 12 months. Management has expressed substantial doubt about the Company's ability to continue as a going concern during the fiscal year ended June 30, 2026 unless it can raise the required capital or generate material revenue to fund its operations, and the Company's auditors have issued an opinion with an explanatory paragraph regarding its ability to continue as a going concern. The Company has accumulated losses through June 30, 2026 of $14,150,715 since inception, had approximately $861 in available cash as of June 30, 2026, and had a working capital deficit of $577,040 as of June 30, 2026. Management's strategic priorities for the period ahead center on three themes: first, identifying, negotiating and completing a business combination or strategic transaction such as a reverse merger with an operating business with a view to acquiring a revenue-generating business, with management currently focusing its search on entities which operate in the technology, artificial intelligence, software and digital services sectors, as well as potentially with certain innovative businesses in the industrial and life sciences sectors; second, raising the necessary capital to fund operations and any transaction, with the Company intending to seek capital from existing shareholders and other potential investors and possibly considering the sale of a minority interest in one or more of its subsidiaries; and third, continuing efforts to develop and execute on its legacy business plans, including with respect to the Smart Shin Guard and other legacy business activities that it may determine remain viable, as well as the development and offering of other products, services and technology solutions, if it is successful in raising capital. Management has cautioned that its discussions regarding potential business combinations have been preliminary in nature, that it has not entered into any letter of intent, definitive agreement or other binding arrangement with respect to any such transaction, and that no assurance can be given that it will be able to identify an acquisition target or otherwise complete such a transaction.