GHST World Inc 10-K for FY2023
GHST World Inc. (GHST)
About this 10-K
GHST World Inc filed this 10-K on October 13, 2023, covering the fiscal year ended June 30, 2023 (FY2023).
Headline figures
Fiscal year ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3078
- Net loss
- $116.57K
- compared with a net loss of $3.99M a year earlier
- Diluted EPS
- $0.00
- compared with -$0.07 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
Or
For the transition period from ___________ to ___________
Commission file number:
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(I.R.S. Employer Identification No.) | |
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $0.001 per share
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1)
has 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 (§ 232.405
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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those
error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Act). Yes
The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant, as of December 30, 2022, the last business day of the registrant’s most recently completed
second fiscal quarter, was approximately $
As of October 5, 2023, the issuer had shares of its common stock, $0.001 par value per share, outstanding.
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Explanatory Note
As previously disclosed in the Current Report on Form 8-K originally filed by GHST World Inc. (the “Company”) on October 4, 2023 and amended on October 10, 2023, the Company’s Board of Directors concluded that the Company’s previously issued audited financial statements as of and for the fiscal year ended June 30, 2022 (“FY 2022”) included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2022 (the “2022 Form 10-K”) should no longer be relied upon following the re-audit of those financial statements resulting in certain material adjustments to such financial statements and a restatement of such financial statements to reflect the adjustments. The restatement relates to the following corrections of errors contained in the previous financial statements for FY 2022: (i) the inclusion of a new non-cash expense arising from the issuance of approximately 118,663,761 shares of common stock during FY 2022 in satisfaction of indebtedness at an average price per share of approximately $0.0019, below the fair market value of the shares, (ii) a non-cash impairment related to the Company’s 119 art paintings, (iii) a non-cash write-off of patent costs, and (iv) a write-off of a related party receivable. As a result of these corrections, the Company’s net loss for FY 2022 increased from $151,885 as was reflected in the 2022 10-K to approximately $3,987,000.
This Annual Report on Form 10-K (this “Report”) for the fiscal year ended June 30, 2023 (“FY 2023”) contains updated and corrected audited financial statements for FY 2022 to reflect the adjustments described above, each of which are described in more detail elsewhere in this Report. Therefore, this Report and the audited financial statements contained herein update and supersede the 2022 Form 10-K with respect to such financial statements and the related disclosure.
TABLE OF CONTENTS
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PART I
ITEM 1. BUSINESS.
Cautionary Note Regarding Forward Looking Statements
This annual report on Form 10-K (this “Report”) contains forward-looking statements including statements regarding the Company’s patents, the development, marketing and sale of its products including its Smart Shin Guard, the implementation of its business plan and expected timelines for meeting its objectives, the intended launch of a new business line focused on clean energy infrastructure and services and our initial four solar plants and anticipated revenue and projections for that business, the need for capital to fund and grow its operations, and 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 are summarized in the “Summary of Risk Factors” below and are more particularly described in 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.
History
GHST World Inc. (“GHST” or the “Company”) was organized on November 12, 1999 as a Nevada corporation. On December 2, 2002, the Company merged with and into I.A. Europe, leaving I.A. Europe as the surviving corporation and on April 8, 2008, the Company amended its certificate of incorporation to change its name. From 2002, GHST was a shell corporation with no assets, revenues or operations until January 2008 when it acquired rights to an advertisement filtration system for televisions. It subsequently abandoned that business and became a shell corporation again until 2020 when it entered the sports technology industry when it obtained the rights to a patent for Smart Shin Guard (“Smart Shin Guard” or “SSG”) technology.
On June 10, 2009, our registration statement was revoked for failure to file reports required under the Securities Exchange Act of 1934, (the “Exchange Act”). On September 7, 2010, we re-registered our common stock, and on September 6, 2013 we terminated our registration.
On September 21, 2017 we changed our name to “GHST World, Inc.” On March 9, 2021 we filed a registration statement on Form 10 (File No. 000-31705), as amended on April 4, 2021 and May 7, 2021 (the “Form 10”) to register our common stock pursuant to Section 12(g) of the Exchange Act. The Form 10 as amended became effective on May 8, 2021.
Current Status
On April 3, 2019 we formed GHST Sport Inc. (“GHST Sport”) as a wholly-owned subsidiary of the Company and shifted our business focus to the marketing and sale of technologically-enhanced sports equipment and the acquisition and development of related intellectual property. To that end, on June 30, 2020 we obtained a U.S. patent for our Smart Shin Guard, in October 2022 we obtained a European patent in Europe which covers five countries (Italy, France, Spain, Germany and the United Kingdom).
On June 29, 2019, the Company acquired all of the capital stock of GHST Art World Inc., a Florida corporation (“GHST Art”), whose principal assets consisted of 119 art paintings and reproductions.
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In April 2019, we formed IoTT World Inc. (“IoTT”), which is an acronym for “Internet of Things Tech,” as our wholly-owned subsidiary which focuses on the research and development of technology and products designed to connect common household and other electronic devices using the Internet. IoTT is still in the early stages of development. IoTT World Inc. will manage the data platform for all sports resulting from the recently signed a joint venture agreement with the cross-Ing, an artificial intelligence (AI) company, as described below at page 3.
In April 2023, the Company formed InSSIDe World, Inc. (“InSSIDe”), a Florida corporation, as its wholly-owned subsidiary, as a development stage business which is intended to have a focus on the areas of clean energy infrastructure and services and intelligence, security and defense.
We currently have minimal assets other than our patented technology and are relying on the ability to raise the necessary capital to exploit the patents we acquired to the Smart Shin Guard. We plan to market and sell this product to athletes, sports teams, organizations and leagues, with an initial focus on professional and amateur soccer (football) teams and leagues, both within the U.S. and abroad.
We have not yet generated significant revenue from any of our current products, and have relied upon issuances of shares of our common stock and related party loans to fund our operations. We continue to develop our Smart Shin Guard and related technology, including a smart phone application, as more particularly described below.
Our management and directors are based in Italy and other European countries. We have no employees.
Acquisition of Intellectual Property Rights to the Smart Shin Guard
In 2018, the Company acquired the rights to the 2015 Italian patent and underlying concept for the Smart Shin Guard in exchange for 2,000,000 shares of common stock which were issued in December 2021. The Company has since been issued a U.S. patent (Patent No. US 10,695,651 B2; “Protection Device for Carrying Out Sports Activities Usable in Data Analysis and Monitoring System, and Relative System and Method for Processing and Calculating the Sent Data”) for the Smart Shin Guard. In October 2022 we received confirmation of the assignment of the European patent for the Smart Shin Guard. In March 2023 we were granted a patent for the Smart Shin Guard in Hong Kong, however we subsequently determined to abandon that patent.
The patents contemplate potential application of the invention within other forms of athletic equipment outside of shin guards used in soccer or similar sports. We may consider expanding our technology to other applications of the invention in the sporting world depending on the results our efforts to market and sell the Smart Shin Guard.
The Smart Shin Guard
The Smart Shin Guard is a shin guard, which is a form of protective equipment placed on the front portion of the lower leg while playing soccer and similar sports, combined with our 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. Examples of the information the Smart Shin Guard can collect and analyze for users is covered distance, acceleration, kicking force, collision impact, positioning, directional movement, and performance alerts. This information will vary depending on the version of the product that is used, which will depend on the customers and their particular purposes for using the Smart Shin Guard.
The product is designed for use by teams and individuals to enhance their ability to track player performance, stamina, and conditioning at matches, practices or any other circumstance in which they desire to play the sport. We believe the Smart Shin Guard will provide valuable insight to players, coaches and organizations seeking to gain a competitive advantage over their opponents be assisting with in-game monitoring and pre- and post-game assessment and strategy using our technology. Our goal is to empower coaches, players and teams to make faster and potentially in-game decisions regarding their players, team and strategies in reaction to the data provided and obtain an advantage therefrom that helps them achieve their objectives, both individually and in the leagues in which they compete. Additionally, we believe this product has attractive features for more casual players seeking to track their individual performances for educational, informational, or health-related purposes.
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Product Development
The Company has completed the Beta testing of the functionality of the Smart Shin Guard, and the product is now in the industrial development phase which involves a focus on further development of the electronic and software component, specifically with respect to the software for data collection and transmission and adding artificial intelligence to assist with precision and repeatability.
We are continuing to collect data on the functionality of our Smart Shin Guards. We expect to complete the development phase of the Smart Shin Guard in the end of calendar year 2023, whereupon we intend to begin the manufacturing process through a third party and then the sales process, which will initially be focused on non-professional players (teams and individuals). However, our previous projections for completion of the product’s development have not been met, due in part to our limited capital and human resources and volatility and uncertainty in the financial markets affecting both us and third parties we utilize.
In connection with our development efforts for the Smart Shin Guard, in calendar year 2021 we entered into two agreements with independent contractors which provide for the development, testing and improvement of prototype software. The work contemplated by these agreements has since been completed. On September 23, 2023 we entered into a joint venture agreement with cross-ING, an AI development company, which contemplates further development of the Smart Shin Guard for soccer and for other sports, with a particular view to developing software for the smart phone application and expanding the products’ use to other sports in addition to soccer. In exchange for these services, we have agreed to pay the service provider the following (i) 40,000 Swiss Francs (approximately $44,068.20 U.S. Dollars) per milestone achieved under the agreement as determined by a “steering group” comprised of senior representatives from each party, (ii) 4,476,176 shares of the Company’s common stock, and (iii) royalty payments of 1 Swiss Franc (approximately $1.10 U.S. Dollars) per unit sold, for up to 150,000 units.
We are currently seeking vendors to further develop the Smart Shin Guard with the goal of marketing the product later in 2023 or in 2024. To do so, we need to complete the development process for the product, which may entail, among other things, further addressing its potential artificial intelligence capabilities. We are also in search of other strategic alliances and potential business opportunities to develop and enhance our business plan and intended product offerings.
For more information on these and other contemplated features of our Smart Shin Guard, see “Applications and Uses.”
Applications and Uses
We plan to sell two versions of the Smart Shin Guard which will vary in terms of sophistication of features offered and target demographics of users:
Consumer Kit
The standard version which collects data and provides analysis on basic physical and performance metrics, including covered distance, instantaneous and average speed, movement and direction, acceleration and deceleration, kicking power, shot, pass, tackle, and header identification, and performance alerts. The consumer kit is designed for athletes at all levels ranging from casual players to amateur and professional athletes. The remote access to the information and analysis provided can be accessed by coaches, teammates, friends and family. We expect for the development of the consumer kit, including the corresponding smart phone application, to be completed before the more advanced professional kit described below.
Professional Kit
An advanced version which will be more sophisticated in terms of the types of data collected and the level of analysis and computation. In addition to the statistics available with the consumer kit, the professional kit allows users to collect information on calorie consumption, metabolic power, elevation distance, directional changes and angles, heart rate, positioning map, and team barycenter, which is the center of gravity of a game. The professional kit is designed for and will be marketed primarily toward professional athletes and teams. The development of the professional kit will be a longer process than the consumer kit due to factors including increased sophistication and technical complexity of the data collection and analysis capabilities, contractual terms and limitations in our human and capital resources.
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Smart Phone Application
The Company is in the process of developing a smart phone application (“phone app”) for use by customers using the Smart Shin Guard. The phone app will function by receiving and displaying data collected and processed by the Smart Shin Guard. When developed, the phone app will be essential for use in connection with the consumer kit, to the extent such consumers intend to review and use the data provided in real time while training or playing in games. We have developed a prototype of the phone app for the consumer kit, and development for the professional kit, as well as additional continued efforts to improve the application generally, remain ongoing.
Other Subsidiaries
Other than GHST Sport, we have three other subsidiaries which we expect to play a less central role to our business plan and future operations, at least in the short term. These subsidiaries are still in the early developmental stages and we do not expect either to materially contribute to our business plan and operations as described elsewhere in this report. If we find investors or strategic partners interested in either of these subsidiaries, we may enter into agreements or arrangements with such parties pursuant to which we will issue equity or debt interests in the Company or one of our subsidiaries. Below is a brief description of each subsidiary.
GHST Art World Inc.
GHST Art is our wholly-owned subsidiary which we acquired on June 29, 2019 together with its portfolio of 119 art paintings and reproductions as its principal assets. We have not sold any of these assets. We are also developing a virtual artist “incubator” and art trading platform and network to assist emerging artists increase their visibility and locate and procure sales of their artwork to consumers. GHST Art is also in the process of founding an online newspaper, and will also provide information on the group's activities. These concepts are still in the early development stage and we do not expect to bring them to market or generate revenue therefrom in the short term.
IoTT World, Inc.
IoTT, which is an acronym for “Internet of Things Tech,” is our wholly-owned subsidiary which, with the signing of the joint venture agreement with the AI company cross-Ing, is planning to provide a series of data platforms for all sports programmed in the joint venture agreement, and no longer just a platform for our SSGs related to soccer. This concept is still in the early development stage and we do not expect to bring it to market or generate revenue from it in the short term.
The first database will be for our SSG a database sector in which all the data collected per user of those who buy and wear our SSGs will converge, so that they can be consulted, for a fee, by insiders such as coaches, athletic trainers, technical sports directors, and others involved with the player/team, or by the players themselves, thus creating a large sports database for use in all sports.
InSSIDe World Inc.
InSSIDe World, Inc., our wholly-owned subsidiary, is a development stage business with a focus on the areas of clean energy infrastructure and services and intelligence, security and defense.
While preparation of a business plan for this entity is ongoing, InSSIDe is expected to be divided into two general business units: (1) clean energy infrastructure and services and (2) intelligence, security and defense. The clean energy unit is expected to be focused on the evaluation, acquisition, financing an installation of solar panels. The intelligence, security and defense unit is expected to be focused on the design and provision of systems and services such as integrated risk management and cybersecurity measures, investigative analysis and training for open source and human intelligence, and regulatory compliance and certifications.
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The Company has secured the first four solar energy production plants ready for a total of eight megawatts (MW) of energy. If the Company is able to secure the capital necessary to finance these first four solar plants, they are expected to be able to produce significant revenues for the next 20 years. InSSIDe’s objective in this sector is to install 100 MW in two years. If the Company is able to secure the capital necessary to finance these first four solar plants, management anticipates that this subsidiary could start having revenues as early as the first months of calendar year 2024.
Competition
With respect to GHST Sport, we will compete directly with 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 to ours, and many of which have significantly greater capital and human resources than we do. For example, we face competition from other businesses which provide smart data tracking and collection technology in the form of wearable sporting equipment, 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. Although we believe our Smart Shin Guard technology to be unique in terms of its patented features and processes and the depth of information it can collect, analyze and transmit, there can be no guarantee that our competitors have not or will not develop and sell technology that is similar or superior to ours and/or that will hinder or limit our ability to access the market. Further, 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, and there may be others currently in the market or that are being or may be developed that we will compete with. Additionally, some sporting equipment companies and service providers offer technology or services using different means, such as cameras that collect and transmit team and player data in a manner similar to ours, could be seen as competitors. Offerings of similar equipment and technology to our Smart Shin Guard by any of these competitors will likely create a barrier to market entry for our product and/or render it difficult to develop or grow a customer base, particularly to the extent our potential customers and users have already integrated competitor products and services. Further, while we are not aware of similar wearable devices that are approved by soccer leagues for in-play usage, we have also not obtained such approval for the Smart Shin Guard ourselves, and there can be no assurance that such approval will be obtained.
With respect to GHST Art, we expect to face competition from niche art platforms and galleries as well as larger platforms on which artists can display their works, such as Instagram and Facebook. Among our more direct competitors in the artist accelerator and marketing platform businesses are Looklateral, Koones, Lean Artist, Mecenate.online, Rise Art and Saatchi Art. Many of our competitors in this field have access to greater financial resources and business networks and more experience in the industry, which will pose challenges to any future operations and barriers to market entry and growth.
With respect to IoTT, a variety of technology research and development companies have already made headway on connecting various devices and otherwise making life easier for consumers using the internet and artificial intelligence. The market is currently saturated with such products, and with companies seeking to develop and evolve such products and underlying concepts as to enhance their functionality. In light of these market conditions and the intense competitive environment in this area, competition will be intense, as will risks inherent therewith including the reality that many competitors have more capital, experience and progress with respect to their offerings than we do and that we may face difficulty in obtaining or protecting intellectual property rights or avoiding the infringement of others in our operations of IoTT.
With respect to InSSIDe World, numerous renewable energy production companies are already established in both U.S. and international markets. The renewable energy sector has seen both promotion and incentivization from U.S. and international governments, and rapid growth in the industry as a whole may present intensely competitive market conditions. For example, if and when we begin operations in the clean energy space, we will be competing with large established energy companies like Iberdrola, Constellation Energy Group, and General Electric, all of whom have more capital resources, experience, vertically integrated operations than we do and have an established market presence. We will also face intense competition from other smaller enterprises involved in clean energy. Further, with renewable energy becoming a focal point of various governments, new regulations and the competitive forces we face could impact the development and implementation of our business.
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Employees
We currently have no employees. Our officers provide services on a part-time basis.
Status as an Emerging Growth Company
Because we have nominal revenues and have never had a registration statement become effective, we are an emerging growth company. An emerging growth company is defined as a company which had annual gross revenues were less than $1.07 billion during its most recently completed fiscal year and have never sold common equity securities under a registration statement. We will continue to be an emerging growth company until the earlier of: (i) the last day of the fiscal year of the Company during which we had total annual gross revenues of $1.07 billion or more; (ii) the last day of the fiscal year of the Company following the fifth anniversary of the date of the Company’s first sale of common equity securities of pursuant to an effective registration statement under the Securities Act; (iii) the date on which the Company has, during the previous three-year period, issued more than $1 billion in non-convertible debt; or (iv) the date on which the Company is deemed to be a “large accelerated filer” as that term is defined in Rule 12b-2 promulgated under the Exchange Act.
The federal securities laws and regulations provide certain exemptions for emerging growth companies with respect to financial information and disclosure requirements in registration statements and periodic reports and certain activities in connection with initial public offerings. The exemptions available to us as a result of our status as an emerging growth company are summarized as follows:
| · | Unlike other reporting companies, we are not required to hold periodic shareholder voting on executive compensation, the frequency of shareholder voting of executive compensation, and golden parachute compensation. | |
| · | We are permitted to include less extensive narrative disclosure in our reports filed with the SEC than is required of other reporting companies, particularly in the description of executive compensation. | |
| · | We are not required to include a report of our independent registered public accounting firm on the Company’s internal control over financial reporting in our SEC filings. | |
| · | We would not be required to comply with new or revised financial accounting standards until private companies (e.g., those that have not had a Securities Act registration statement declared effective and do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. | |
| · | We would be exempt from any requirement adopted by the Public Company Accounting Oversight Board in the future providing for a mandatory rotation of companies’ accounting firms. | |
| · | We are permitted to submit a registration statement under the Securities Act to the SEC on a confidential basis if the registration statement and all amendments are publicly filed at least 21 days before we were to conduct any road show with respect to such offering. | |
| · | We may communicate with prospective investors that are qualified institutional buyers or institutions that are accredited investors to determine interest in a contemplated offering either prior to or after filing a registration statement under the Securities Act. |
Some of the above-described exemptions are also available to smaller reporting companies, and therefore a termination of our status as an emerging growth company would not necessarily result in a requirement that we comply with the default disclosure requirements applicable to reporting companies generally.
We have elected not to use the extended transition period for complying with any new or revised accounting standards under Section 102(b)(1) of the Exchange Act.
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ITEM 1A. RISK FACTORS.
Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors before deciding whether to invest in the common stock. If any of the events discussed in the risk factors below occur, our business, financial condition, results of operations or prospects could be materially and adversely affected. In such case, the value and marketability of the common stock could decline, and you might lose all or part of your investment.
Summary of Risk Factors
Our business is subject to numerous risks and uncertainties that you should consider before investing in our common stock. Some of the principal risk factors that make an investment in the Company speculative or risky are summarized as follows:
| · | We have generated no material revenue during the last three fiscal years or current fiscal year, and in order to continue as a going concern we require additional capital either through a debt or equity financing. | |
| · | We are still in the process of developing our Smart Shin Guard, which is our principal product the development of which has been a lengthy and uncertain process for which we have failed to meet internal forecasts on multiple occasions, and there can be no assurance we will be successful in completing such development or that we can successfully market this product once developed. | |
| · | We have a limited operating history and our likelihood of success is contingent upon the problems, expenses, and complications frequently encountered by development stage companies. | |
| · | We may have or discover in the future material weaknesses in our internal controls and may face difficulties remediating any such weaknesses; | |
| · | In order to generate material revenue, we will need to successfully develop and market our products and services, including the Smart Shin Guard which is our principal product and is still under development; | |
| · | Our business is dependent upon our intellectual property which we may be unable to obtain or protect without incurring significant expenses or at all. | |
| · | We may become involved in litigation to defend our intellectual property or to defend against infringement claims from third parties, which would be expensive and time consuming and could materially adversely affect our business. | |
| · | We are highly dependent on a small number of key personnel, the loss of whom would materially adversely affect our business. | |
| · | The industry in which we principally operate is highly competitive, and most of our competitors have greater financial and other resources and capital raising abilities than we do, which will render our efforts to establish a market for our brand and products, including our Smart Shin Guard, particularly challenging. | |
| · | Because we will be reliant on a single product, if we are unable to establish a market for our product and generate material revenue, this lack of diversification will be difficult to overcome and investors could lose some or all of their investment. | |
| · | There is currently no active market for our securities, there can be no assurance that such a market will ever develop, and the future prices and liquidity of our securities could be unpredictable and volatile. | |
| · | Certain events have caused and may continue to cause disruptions in our business and industry, which may hinder our progress and growth prospects. |
Risks Related to the Company
Our ability to continue as a going concern is in doubt absent obtaining adequate new debt or equity financing.
We have limited capital and have accumulated losses through June 30, 2023, of $13,370,665 since inception. Because we do not have sufficient working capital and cash flows for continued operations for at least the next 12 months, our auditors have issued an opinion with an explanatory paragraph regarding our ability to continue as a going concern. Our continued existence is dependent upon us or obtaining the necessary capital to meet our expenditures. We cannot assure you that we will be able to raise adequate capital to meet our future working capital needs.
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Because we expect to need additional capital to fund our growing operations, we may not be able to obtain sufficient capital and may be forced to limit the scope of our operations.
We currently need substantial working capital. The slowdown in the global economy or any subsequent or further financial hardship caused by the war in Ukraine, inflation and central banks interest rate increases in response, along with any recession or market downturn which result, could adversely affect our ability to raise capital. If adequate additional debt and/or equity financing is not available on reasonable terms or at all, we may not be able to remain in business, and we will have to cease operations.
Even if we secure the necessary working capital, we may not be able to negotiate terms and conditions for receiving the additional capital that are acceptable to us. Any future equity capital investments will dilute existing shareholders. In addition, new equity or convertible debt securities issued by us to obtain financing could have rights, preferences and privileges senior to our common stock. We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us.
If we are not successful, you may lose your entire investment.
Prospective investors should be aware that if we are not successful in our new business, their entire investment in the Company could become worthless. Even if the Company is successful, we can provide no assurances that investors will derive a profit from their investment. Even if we can raise sufficient capital or generate revenue, we cannot guarantee any resulting proceeds to us will be sufficient for us to grow our operations and become profitable. In past periods we have failed to meet anticipated or desired milestones for our product development within the timelines originally projected, in part due to our limited capital and other resources as well as external factors. These delays and limitations raise questions as to our ability to achieve our goals within the time periods desired or at all. If we are not successful, you may lose your entire investment.
Because we have a limited operating history to evaluate our company, the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delay frequently encountered by a new company.
Since we have a limited operating history under our current business model, which we are frequently adjusting in pursuit of new business opportunities, it is difficult for investors to evaluate our business and prospects. You must consider our prospects in light of the risks, expenses and difficulties we face as an early stage company with a limited operating history. Investors should evaluate an investment in our company in light of the uncertainties encountered by start-up companies in a highly competitive industry such as ours, which contains significant barriers to market entry. There can be no assurance that our efforts will be successful or that we will be able to attain profitability.
Because GHST is in the development stage of each of its planned businesses and its business plan is unproven, we may fail to generate material revenue or achieve profitability.
GHST is relying primarily upon its U.S. patented sports equipment technology which we intend to market and sell in the U.S. and foreign athletic markets to individual players, teams and organizations interested in the Smart Shin Guard’s data collecting capabilities. We have not sold our products, and do not presently have inventory available for sale. Our development process for the Smart Shin Guard has repeatedly been delayed from original projected timeframes due to our small size and lack of capital. If this trend continues and we fail to commercialize the product before our patents expires in our target markets, we could fail to generate material revenue or establish brand recognition necessary to achieve our goals and provide value to our shareholders. We cannot assure you that assuming we obtain sufficient financing, we will be able to successfully market our product in any of the target countries, derive any material revenue or attain profitability. Further, with the addition of InSSIDe World which is in its very early stages as a solar energy and intelligence and defense company, in addition to our legacy focus on the Smart Shin Guard and the other early stage businesses we are developing or considering as described in this Report, our management team will be divided among multiple projects, and may be unable to allocate and use our limited resources in an efficient or effective manner. Further, each industry in which we seek to operate through the aforementioned businesses and business plans poses unique challenges, including intense competition, regulatory requirements, and limitations on qualified personnel and market opportunity, which gives rise to further risks and uncertainties that are particularly present for us as we continue in the early development stage of each prospective business. If we are not successful in marketing the Smart Shin Guard and/or developing other business as presently intended, it is likely that you will lose your entire investment.
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Because our business model is new, our growth strategy may not be achievable and may not result in profitability.
We may not be able to implement our growth strategy reflected in our business plan rapidly enough as to achieve profitability. Our growth strategy is dependent on a number of factors, including market acceptance of the Smart Shin Guard. We cannot assure you that consumers and others will purchase the Smart Shin Guard or that a sufficient market demand for our product will develop for us to generate revenue or become profitable.
Among other things, implementation of our growth strategy would be adversely affected by the following:
| · | we may not be able to attract sufficient customers/subscribers for our product(s); | |
| · | our research and development, manufacturing and marketing costs may be materially more than we anticipate which will affect our future gross profit margins; | |
| · | a decline in general market conditions may prevent us from successfully establishing a customer base or raising capital as required; | |
| · | if our product proceeds to the commercialization phase, we may fail to adequately protect or maintain our intellectual property, especially if the development phase continues to be delayed or prolonged; and | |
| · | we may face significant litigation from competitors with intellectual property rights for products that are similar to ours, the occurrence of which would not only divert our management’s time and attention, but involve prohibitive legal and other defense costs. |
Our business will depend, to a large extent, upon our intellectual property.
We rely on our patents in certain jurisdictions to protect our Smart Shin Guard technology. These patents and any future patent(s) we can obtain will be critical to our ability to market our product in applicable jurisdictions without the risk of reverse engineering of our technology. In the event that we are unable to secure, maintain or enforce such patents, the marketability and viability of our product could be adversely affected, including by being vulnerable to reverse engineering in any jurisdiction where the patent did not issue. While we received the patent grants in U.S., Italy, France, Spain, Germany and the United Kingdom, there can be no assurance that other patents needed to pursue our goals and achieve our objectives will be secured or maintained. For example, while in October 2022 we received approval of our European patent application covering up to 36 countries, in 2023 we made the decision to limit payment of the corresponding fees to receive the official patent grant to select jurisdictions within Europe, while allowing the patents to lapse in other European jurisdictions for failure to pay the fee, in order to manage costs. Further, we were granted a patent in Hong Kong in March 2023 but subsequently abandoned that patent. We cannot predict with certainty the potential consequences of this course of action for our future operations in Europe and Asia. In the event we are unable to obtain, maintain or protect our patents and the intellectual property related to our technology, the value of our intellectual property and our ability to generate revenue therefrom could be materially adversely affected.
If we cannot protect intellectual property rights related to our current or future products, we may not be able to compete effectively in our markets.
We rely upon a combination of patents, trade secret protection and confidentiality agreements to protect the intellectual property related to our current or future products. The strength of our patent in the sports logistics and technology field involves complex legal questions and can be uncertain. Our international patents may fail to result in adequate protection in the countries in which we desire to market and sell our products. Even for our issued patents, third parties may challenge their validity, enforceability or scope, which may cause such patents to be narrowed or invalidated. Even if unchallenged, our patents and may not adequately protect our intellectual property or prevent others from designing around our claims.
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If we fail to maintain, monitor or enforce patents we hold or if their breadth or strength of protection is threatened, it could threaten our ability to commercialize our products. Issued patents may be found invalid and unenforceable or challenged by third parties. Patents have a limited lifespan. In the United States, the natural expiration of a patent is 20 years after it is filed, although various extensions may be available. The life of a patent, and the protection it affords, is limited. When the patent life has expired for a product, we will become vulnerable to competition from similar products or generic versions attempting to replicate our Smart Shin Guard or other products we may develop or acquire in the future. Further, if we continue to experience delays in our product development efforts, and/or encounter delays in production, distribution or in regulatory or league approvals, the time during which we will be able to market and commercialize a product candidate under patent protection could be significantly reduced, and as a result we may be unable to establish material or consistent revenue streams, brand recognition or markets for our product before competitors use our designs or processes to market similar products.
In addition to patent protection, we rely on trade secret protection and confidentiality agreements to protect proprietary know-how that is not patentable, processes for which patents are difficult to enforce and any other elements of our product development processes that involve proprietary know-how, information or technology not covered by patents. As a general practice, our employees, consultants, advisors and any third parties who have access to our proprietary know-how, information or technology enter into confidentiality agreements. Nonetheless, our trade secrets and other confidential proprietary information may be disclosed and competitors may otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques.
The laws of some foreign countries do not protect proprietary rights to the same extent or in the same manner as the laws of the United States. We may encounter significant problems in protecting and defending our intellectual property both in the United States and abroad, particularly given our present business plan to primarily focus our marketing and sales efforts on countries located outside of the United States. If we are unable to prevent material disclosure of the non-patented intellectual property related to our technologies to third parties, and there is no guarantee we will have any such enforceable trade secret protection, we may not be able to establish or maintain a competitive advantage in our market, which could materially adversely affect our business, results of operations and financial condition.
Third-party intellectual property infringement claims may prevent or delay our development and commercialization efforts.
Our commercial success depends in part on our avoiding infringement on the patents and proprietary rights of third parties. There is substantial technology litigation, both within and outside the United States, involving patent and other intellectual property rights, including patent infringement lawsuits, interferences, oppositions, and reexaminations and other post-grant proceedings before the U.S. Patent and Trademark Office, and corresponding foreign patent offices. U.S. and foreign issued patents and pending patent applications, which are owned by third parties, may exist in the fields in which we are pursuing patents for our product. As the sports logistics and technology industries expand and more patents are issued, the risk increases that our products may be subject to claims of infringement of the patent rights of third parties.
Third parties may assert that we are employing their proprietary technology without authorization. There may be third-party patents or patent applications with claims to materials, concepts, or methods of manufacture related to the use or manufacture of our products. Because patent applications can take many years to issue, there may be patent applications currently pending that may later result in patents that our products may infringe. Third parties may obtain patents in the future and claim that use of our technologies infringes on these patents. If any third-party patents were to be held by a court of competent jurisdiction to cover the manufacturing process of our products, the holders of any such patents may be able to block our ability to commercialize such products unless we obtained a license under the applicable patents, or until such patents expire. Similarly, if any third-party patents were to be held by a court of competent jurisdiction to cover aspects of our concepts, processes for manufacture or methods of use, the holders of any such patents may be able to block our ability to develop and commercialize the applicable product unless we obtained a license or until such patent expires. In either case, such a license may not be available on commercially reasonable terms or at all.
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Parties making intellectual property claims against us may obtain injunctive or other equitable relief, which could block our ability to further develop and commercialize our products. Defense of these claims, regardless of their merit, involves substantial litigation expense and would involve a substantial diversion of our management’s attention from our business. Because of the costs involved in defending patent litigation, we currently lack and may in the future lack the capital to defend our intellectual property rights. If a claim of infringement against us succeeds, we may have to pay substantial damages, possibly including treble damages and attorneys’ fees for willful infringement, pay royalties, redesign our infringing products or obtain one or more licenses from third parties, which may be impossible or require substantial time and monetary expenditure.
We may be involved in lawsuits to protect or enforce our patents or other intellectual property rights, which could be expensive, time-consuming and unsuccessful.
We rely on a patent on the Smart Shin Guard to protect our intellectual property rights. In the United States, we have a patent and also have patents in certain jurisdictions in Europe. If we do not maintain these patents, we may be subject to significant competition. Competitors may infringe our patents or otherwise take action against our intellectual property rights. To counter such infringement, interference or similar adverse occurrence, we may be required to file infringement or similar claims, or we may be required to defend the validity or enforceability of our intellectual property rights, including our patents, which can be expensive and time-consuming and may force us to divert our limited resources. In an infringement proceeding, a court may decide that either one or more of our patents is not valid or is unenforceable, or may refuse to stop the other party from using the technology at issue because our patents do not cover that technology. An adverse result in any litigation or defense proceedings could put one or more of our patents at risk of being invalidated or interpreted narrowly and could put our patent applications at risk of not issuing. Any difficulties or inability to obtain or maintain a patent in a jurisdiction for which we hold or seek patent protection would materially adversely harm our business.
Interference proceedings provoked by third parties or brought by us may be necessary to determine the priority of inventions regarding our patents. An unfavorable outcome could require us to cease using the related technology or to license rights to it from the prevailing party. Our business could be harmed if the prevailing party does not offer us a license on commercially reasonable terms or at all. Our defense of litigation or interference proceedings may fail and, even if successful, may cause us to incur substantial costs and distract the attention of our management and other employees. We may not be able to prevent misappropriation of our intellectual property rights, particularly in countries where the laws may not protect those rights as fully as in the United States.
Because of the substantial amount of discovery required in intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments. If investors perceive these results to be negative, it could have a material adverse effect on the price of our securities.
We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties.
We may be subject to claims asserting that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed confidential information of our employees’ former employers or other third parties. We may also be subject to claims that former employers or other third parties have an ownership interest in our patents. Litigation may be necessary to defend against these claims. There is no guarantee of success in defending these claims, and if we succeed, litigation could cause substantial cost and be a distraction to our management and other employees.
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If we cannot manage our growth effectively, we may not become profitable.
Businesses, including development stage companies such as ours which often grow rapidly, tend to have difficulty managing their growth. If we are able to successfully market our products and services, we will likely need to expand our management team and other key personnel by recruiting and employing experienced executives and key employees and/or consultants capable of providing the necessary support.
As described elsewhere in this Report, in addition to our Smart Shin Guard the development of which remains our principal business focus, we are in the process of developing and/or pursuing business plans for GHST Art, IoTT, and InSIDDe World, each of which involves a unique business model and would take substantial time and resources to execute and develop into a revenue generating enterprise. We cannot assure you that our management will be able to manage our growth effectively or successfully. Our failure to meet these challenges could cause us to lose money, and your investment could be lost.
It may be difficult to predict our financial performance because our quarterly operating results may fluctuate.
Our revenue and operating results may vary significantly from quarter-to-quarter due to a variety of factors, many of which are beyond our control. You should not rely on period-to-period comparisons of our results of operations as an indication of our future performance. Our results of operations may fall below the expectations of market analysts and our own forecasts. If this happens, the market price of our common stock may fall significantly. The factors that may affect our quarterly operating results include the following:
| · | the rate at which we are able to develop and distribute our product; | |
| · | the usage by subscribers of our interactive technology; | |
| · | seasonal patterns in the athletic and sporting goods industry and other industries we target; | |
| · | worsening economic conditions such as those caused by inflation and interest rate hikes in response which cause customers to reduce spending of goods and services such as those we intend to offer; | |
| · | changes in the regulatory environment, including regulation of advertising, that may negatively impact our marketing practices; | |
| · | the adoption of new accounting pronouncements, or new interpretations of existing accounting pronouncements, that impact the manner in which we account for, measure or disclose our results of operations, financial position or other financial measures; and | |
| · | costs related to the launch or acquisition of new technologies or businesses. |
Expenditures by customers also tend to be cyclical, reflecting overall economic conditions as well as budgeting and buying patterns of athletes, teams, leagues and the general public. Any decline in the economy may alter teams’ and players’ current or prospective spending abilities or priorities and limit our sales, or may delay sales with such prospective customers, and could materially and adversely affect our business, results of operations and financial condition. For example, leagues operate on a seasonal basis, and may reduce or suspend their periods of activity due to factors beyond our control, as has taken place in the past during calendar years 2020 and 2021 due to COVID-19 when many public venues including sporting events ceased or limited public attendance in an effort to reduce the spread of the pandemic.
If we fail to retain our key personnel and grow our human resources, we may not be able to achieve our anticipated level of growth and our business could suffer.
Our future depends, in part, on our ability to attract and retain key personnel and the continued contributions of our executive officers, each of whom may be difficult to replace. In particular, Mr. Esterino Castellazzi, our President and Chairman of our Board of Directors, plays an important role in moving our business ahead and obtaining financing. In recent periods, our personnel have served us for no compensation, and none of our key personnel have any agreements to continue serving us. The loss of the services of Mr. Castellazzi or other key personnel and the process to replace any key personnel would involve significant time and expense and may significantly delay or prevent the achievement of our business objectives.
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We expect to rely on outside consultants and employees who may be difficult to control and may expose to liability and/or limit our ability to grow our operations as desired or at all.
Due to our limited capital, we will rely on the outside consultants and employees to develop and market our product and/or expand our business models. In the event that one or more of these consultants or employees terminates their services to with the Company, fails to follow management’s instructions or becomes unavailable, we may see adverse effects to our business and face difficulty locating and retaining suitable replacements. Further, because we will operate in multiple countries, language barriers and complications with respect to monitoring our personnel is more likely than a more localized approach. There can no assurance that our employees or consultants will stay with us or can be adequately controlled, or that we will be able to retain replacements on favorable terms or at all, in which case our business could be harmed.
We will rely on third parties to sell our products, and if any of these third parties alter, restrict access to or discontinue their relationships with us, or experience technical difficulties, our ability to market our product(s) would be diminished and our business, revenue and financial results could be harmed.
We will rely on a combination of direct sales, licensing agreements, and the use of our website to sell our Smart Shin Guard and any other products or services we have or may develop or acquire. If our website or one or more of these third parties experiences a security breach or outage, or any third party through which we sell or to whom we license our product terminates or adversely modifies the terms of their engagement with us, our ability to develop and grow a customer base decline and our ability to reach potential customers would be negatively affected, causing our revenues and financial results to be harmed.
Economic downturns and market conditions beyond our control could adversely affect our business, financial condition and results of operations.
Our business depends on the overall demand for our Smart Shin Guard, which can be characterized as a “non-essential” product, and on the economic health of the markets we aim to access and that we believe would benefit from our technology. Economic downturns or unstable market conditions may cause prospective customers to decrease or pause their budgets, or decline to incur expenditures on non-essential items, which could reduce spending on our product and adversely affect our business, financial condition and results of operations. In recent times, certain events have begun to affect the global and United States economy including continued inflation, interest rate increases by the Federal Reserve and central banks of other countries in response, substantial increases in the prices of certain products and services, and declines in the capital markets. In addition, the duration of Ukrainian war and its impact are at best uncertain, and continuation may result in Internet access issues if Russia, for example, began illicit cyber activities. Because our management team is based in Italy, our operations may face enhanced exposure to risks arising from the Ukraine war than our competitors in North America. The U.S. and global economies appear to be potentially be approaching a recession with uncertain and potentially severe impacts upon public companies and us. We cannot predict how this will affect our ability to continue and complete the development of and/or market for our product, but the impact may be adverse and the duration of any such consequences are unpredictable. Among other adverse consequences, our prospective vendors or customers, in response to a reduced access to capital or anticipated or actual reduction and consumer spending, could elect not to engage in business with us, which would materially adversely harm our ability to generate revenue and financial condition.
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If we are unable to meet competitive challenges, we may not successfully market our patented product.
There are several companies that have developed products and technology that collect, analyze and transmit physical and performance-based information about players and teams. While we believe our product is unique in that it is both wearable while playing and collects and quickly transmits a greater depth of information and analysis than most comparable devices currently in the market, there can be no assurance that this feature will be adequate to attract new customers or convince players and teams using similar or related technology from switching to the Smart Shin Guard. Further, we will be competing for a limited number of prospective customers in the area of professional and amateur soccer, many of whom may not be willing or able to purchase our products at the prices we desire or at all. Our competitors will include major sports apparel firms with greater name recognition and/or existing relationships with prospective customers, such as Nike, Adidas and Puma. We will also compete with lesser known brands who have had a significant head start offering data collection devices, technology or services to customers, including Soccerment, TibTop and Catapult Sport, each of which offer wearable devices that are similar to ours. While we believe the Smart Shin Guard to have unique attributes that will render it attractive to customers, we cannot guarantee this alone will enable us to effectively compete for the limited number of consumers in the soccer world. Further, while the development process for our Smart Shin Guard continues and until we can adequately establish and scale production and sales capabilities, our competitors will continue to have a time advantage over us to continue to develop, improve upon and market their competing or alternative products and reduce or limit our ability to compete with them.
Specifically, most of our competitors have longer operating histories and greater resources than us, and could focus their substantial financial resources to develop or sustain a competing business model and develop products or services that are more attractive to potential customers than what we offer. Our competitors may also offer similar products and services at prices below cost and/or devote significant sales forces to competing with us for customers, endorsements, or key personnel, any of which could improve their competitive positions. Any of these competitive factors could make it more difficult for us to attract and retain customers or personnel or force us to lower our prices in order to compete, which would in turn reduce our market share and revenue. We can provide no assurance our management will be successful in navigating this complex competitive landscape, in which case our financial condition would be adversely affected.
Because we will be reliant primarily on a single product to be sold to a limited number of prospective customers, we will face significant risks associated with a lack of diversification.
We anticipate that the majority of our operations will be focused on the marketing and sale of our Smart Shin Guard, a product with relatively limited application and a narrow group of potential customers, namely soccer teams and players. Any unexpected developments with respect to these prospective customers or the leagues in which they play would therefore materially harm our ability to establish, maintain or grow a significant market position. Demand for our product may fluctuate in response to new products that emerge or changes to the way the game is played, officiated or regulated, or due to unexpected natural or uncontrollable events. For example, the COVID-19 pandemic previously forced worldwide shutdowns of sports leagues, and some leagues delayed or suspended play for indeterminate periods of time in response. Any of these or related events affecting the sports and entertainment markets could result in a decline in the demand for our product or the price point at which prospective customers will be willing to purchase it, and in such event we will not have material alternative products or services to offset such negative effects to our business. If we fail to generate material sales of our Smart Shin Guard for any of the foregoing reasons, your investment in us would be materially harmed.
Because our success will depend to a large extent on our ability to develop and grow a market for our Smart Shin Guard, you may lose your investment.
In order to be successful, we will need to establish a market for our product. There can be no assurance that anyone will purchase our product at the prices we need to generate material revenue or at all. Further, even if we do attract some customers, there can be no assurance that enough customers will purchase our products or that they will continue to purchase our products in sufficient volumes to produce the cash flow needed to sustain our operations, in which case your entire investment could be lost.
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We may encounter difficulty obtaining approval for our product for in-game use by soccer leagues, which could hinder or eliminate any competitive advantage with respect to our Smart Shin Guard.
A material aspect of the Smart Shin Guard’s potential attractive features for consumers, particularly professional and amateur soccer players and teams, is its relatively small size and integration into a shin guard, which is already used in games and therefore does not add additional bulk or weight to a player’s normal in-game apparel. However, many soccer leagues impose restrictions and policies on the apparel and equipment that players may wear during games. As such, we will likely need to obtain approval for the Smart Shin Guard’s use by the soccer leagues of teams we market the product to in order for those teams to use the product in-game. There can be no assurance we will obtain such approval in any or a sufficient number of leagues. Leagues may be hesitant to allow our product to be used in games for a variety of reasons, including potential safety concerns, concerns that such use would confer on certain teams an unfair advantage at the expense of others, or simply reluctance to change. If we are unable to obtain approval for in-game use in leagues, soccer teams and players in those leagues may be unable to use our product in-game or in real-time, which would reduce the usefulness of our product to them and limit our ability to sell our product or generate material revenue therefrom. If we are unable to convince soccer leagues to allow players’ and teams’ in-game use of our product, it could materially harm our business and results of operations.
The failure to obtain endorsements from athletes or teams could significantly impair our ability to market our products.
A key component of our business plan and marketing strategy currently contemplates obtaining endorsements from prominent athletes or teams to market our products. As of the date of this filing, we have not obtained any such endorsements. Our ability to obtain any such endorsements will likely be dependent on future funding. Because of our limited capital, there can be no assurance that we can procure any endorsements, in which case our business could be adversely affected.
We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.
Because we intend to operate in foreign markets, we will be subject to the Foreign Corrupt Practice Act (the “FCPA”), and other laws that prohibit improper payments or offers of payments to foreign governments (as well as similar laws in the United States). We expect to have operations and distribution channels in jurisdictions creating the potential for corrupt practices by our employees, consultants or agents. We may employ sales personnel or independent contractors who may be viewed as our agents or otherwise expose us to liability under the FCPA. For example, in addition to the Smart Shin Guard for which we would pursue sales internationally, the business contemplated by InSSIDe World involves heavily regulated industries, clean energy and intelligence, security and defense, requiring various permits and certifications from government agencies, including potentially for government funded or subsidized projects. While we intend to comply fully with the FCPA and similar anti-bribery laws in conducting our business abroad, we cannot guarantee that we will be able to control the conduct of our employees and contractors to prevent corrupt practices. The potential penalties for violating the FCPA include anti-bribery laws and criminal or civil sanctions, including a fine of up to $2 million per violation. If we were to be found in violation of the FCPA or local anti-bribery laws, the resultant penalties and collateral consequences could negatively affect our business, operating results and financial condition.
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We plan to conduct a substantial portion of our business in foreign markets, which will expose us to the risks of trade or foreign exchange restrictions, increased tariffs, foreign currency fluctuations, disruptions or conflicts with our third-party importers and similar risks associated with foreign operations.
Our current business plan includes expansion into multiple foreign markets exposing our Company to risks associated with foreign operations. For example, a foreign government may impose trade or foreign exchange restrictions or increased tariffs, or otherwise limit or restrict our ability to import products into a country, any of which could negatively impact our operations. We are also exposed to risks associated with foreign currency fluctuations by selling our products to consumers in foreign markets. Accordingly, strengthening of the Euro which is our primary currency versus a foreign currency could have a negative impact on us. Additionally, we may be negatively impacted by conflicts with or disruptions caused or faced by third-party importers, as well as conflicts between such importers and local governments or regulating agencies. Our operations in some markets also may be adversely affected by political, economic and social instability in foreign countries, as well as economic tensions between governments, the implementation of new or increased tariffs and other changes in international trade policies. Finally, since we plan to operate in the European Union, the impact of the war between Russia and Ukraine, the more recent hostilities in Israel, and/or economic sanctions between or among countries, as well as general geopolitical issues in Europe, may adversely affect our operations in the European Union.
Another risk associated with our international operations is the possibility that a foreign government may impose foreign currency remittance restrictions. Due to the possibility of government restrictions on transfers of cash out of the country and control of exchange rates, we may not be able to immediately repatriate cash at the official exchange rate. If this should occur, or if the official exchange rate devalues, it may have a material adverse effect on our business, assets, financial condition, liquidity, results of operations or cash flows.
Some of our contracts have been and are expected to be in foreign jurisdictions and currencies, and if we do not comply with transfer pricing, customs duties, value added taxes, and similar regulations, then we may be subjected to additional taxes, duties, interest and penalties in material amounts, which could harm our operating results and financial condition.
Because we operate and plan to operate in countries outside of the United States, we will be subject to transfer pricing and other tax regulations designed to ensure that our intercompany transactions are consummated at prices that have not been manipulated to produce a desired tax result, that appropriate levels of income are reported as earned by our United States or local entities, and that we are taxed appropriately on such transactions. In addition, our operations will be subject to regulations designed to ensure that appropriate levels of customs duties are assessed on the importation of our products. Further, we have executed and expect to continue to enter into contracts with third parties in foreign jurisdictions and involving foreign currencies, and we therefore face the risk of foreign currency fluctuations which could cause increased operating expenses and reduced revenues, in addition to other uncertainties and contingencies incident to doing business in another country some of which are described elsewhere in these Risk Factors.
The imposition of new taxes, even pass-through taxes such as value added taxes, could have an impact on our perceived product pricing and will likely require that we increase prices in certain jurisdictions, and therefore could have a potential negative impact on our business and results of operations. If they arise, the ultimate resolution of these matters may take several years, and the outcome is uncertain. If the Internal Revenue Service or any foreign taxing authorities were to successfully challenge our transfer pricing practices or our positions regarding the payment of income taxes, customs duties, value added taxes, withholding taxes, sales and use taxes, and other taxes, we could become subject to higher taxes, we may determine it is necessary to raise prices in certain jurisdictions accordingly, and our revenue and earnings and our results of operations could be adversely affected.
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If we fail to comply with U.S. and foreign laws related to privacy, data security, and data protection, it could adversely affect our operating results and financial condition.
We are or may become subject to a variety of laws and regulations including the European Union’s General Data Protection Regulation (the “GDPR”) regarding privacy, data protection, and data security. These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws.
In particular, there are numerous U.S. federal, state, and local laws and regulations and foreign laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal data. Such laws and regulations often vary in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions. For example, the GDPR includes operational requirements for companies that receive or process personal data of residents of the European Union that are broader and more stringent than those previously in place in the European Union and in most other jurisdictions around the world. The GDPR includes significant penalties for non-compliance, including fines of up to €20 million or 4% of total worldwide revenue. Additionally, in June 2018, California enacted the California Consumer Privacy Act (the “CCPA”). The CCPA requires covered companies to provide California consumers with new disclosures and will expand the rights afforded consumers regarding their data. Fines for noncompliance may be up to $7,500 per violation. Since the CCPA was enacted, many other states have enacted similar legislation designed to protect the personal information of consumers and penalize companies that fail to comply, and other states have proposed similar legislation. The costs of compliance with, and other burdens imposed by, the GDPR, CCPA, and similar laws may limit the use and adoption of our products and services and/or require us to incur substantial compliance costs, which could have an adverse impact on our business.
We intend to strive to comply with all applicable laws, policies, legal obligations, and industry codes of conduct relating to privacy, data security, and data protection. Our limited resources may adversely affect our compliance effort. Given that the scope, interpretation, and application of these laws and regulations are often uncertain and may be in conflict across jurisdictions, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure or perceived failure by us or third party service providers to comply with our privacy or security policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personal data, may result in governmental enforcement actions, litigation, or negative publicity, and could have an adverse effect on our operating results and financial condition.
Governments are continuing to focus on privacy and data security, and it is possible that new privacy or data security laws will be passed or existing laws will be amended in a way that is material to our business. Any significant change to applicable laws, regulations, or industry practices regarding the personal data of our employees, agents or customers could require us to modify our practices and may limit our ability to expand or sustain our salesforce or bring our products to market. Changes to applicable laws and regulations in this area could subject us to additional regulation and oversight, any of which could significantly increase our operating costs and materially affect our operating results and financial condition.
Risks Related to Our Common Stock
Because of our lack of liquidity, we have funded our operations and expenditures primarily through the incurrence of debt and the satisfaction of such debt through the issuance of shares of our common stock, the result of which is continued dilution to existing shareholders and downward pressure on our stock price.
As disclosed under “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations,” due to our lack of revenue and continued capital requirements, in recent years we have relied heavily on incurring indebtedness from shareholders and other third parties and repaying that indebtedness in shares of our common stock. We expect this trend to continue unless we are able to fund another source of capital, which may include issuing other forms of securities with terms that could limit our operational flexibility, subordinate the rights of shareholders or have other negative features. Further, we have in the past and may in the future issue shares for consideration that is well below the market price of our common stock as reflected on the OTC Pink. For example, in December 2021 and February 2022, following a 1-for-100 reverse split and an agreement with certain of our lenders, we 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.
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The result of our continuing to fund our operations through the issuance of shares of common stock has been and will continue to be the dilution of our shareholders’ ownership interest in the Company. In addition, the introduction of additional shares imposes downward pressure on our stock price, particularly given the limited and sporadic nature of trading in our common stock. Unless we are unable to raise sufficient capital by non-dilutive mean which is unlikely, or generate material revenue from our operations which may not come to fruition in the near term or at all, we expect we will need to continue to issue shares of common stock causing further dilution and potentially cause our stock price to decline further, which would have a material adverse effect on existing shareholders.
Our registration under the Exchange Act could be revoked by the SEC if we fail to file required reports.
Following the registration of our common stock with the SEC on May 8, 2021 pursuant to the registration statement on Form 10, if we fail to file reports as required under the Exchange Act, we may lose our registration. While we intend to comply with the Exchange Act’s reporting requirements moving forward, and we may be unable to comply in the future as we did in the past. For example, in June 2009, the SEC revoked our registration under the Exchange Act for failure to file required reports. Following that action, the Company expended resources to again become a reporting company with the SEC in 2010; however, it was never able to file an annual report on Form 10-K and ultimately withdrew its registration in 2013. Following our registration in 2021, the heightened expenditures of being a public reporting company continue to impose challenges to us and strain our very limited resources.
More recently, as disclosed in the explanatory note at the beginning of this Report and the Current Report on Form 8-K referenced therein, our financial statements for FY 2022 were restated (the restated version of which is contained in this Report) due to certain material adjustments in connection with the re-audit of those financial statements by a different accounting firm. As a result of this development, which also impacted certain interim periods in FY 2022 and FY 2023, we expect we will be required to file amendments to certain of our prior periodic reports, specifically quarterly reports on Form 10-Q, to include the restated financial information and related disclosure for those interim periods.
If we are unable to comply with the SEC reporting provisions in the future, such failure will affect the liquidity of our common stock and act as a depressant to the price, particularly if in such event we are also unable to maintain our OTC Pink listing using the alternative reporting system, which would result in the loss of a two-way trading market for our common stock. We cannot assure you we will not become delinquent and/or withdraw or have our reporting status revoked again.
Currently there is no active public market for our common stock, and we cannot predict the future prices or the amount of liquidity.
Currently, there is no active public market for our common stock and one may never develop. Our common stock trades sporadically on the OTC Pink Open Market under the symbol “GHST.” We do not know if an active market will develop even if are successful in completing the development of our Smart Shin Guard and commercializing that product, or if we are able to further develop and execute other aspects of our business plan.
The OTC Pink Open Market generally is not an active market. Further, our common stock has only traded sporadically. In order to move to a higher market, such as the OTCQB, we are required to pay $10,000 per year. Even if our common stock begins trading on the OTCQB, investors should be aware that the OTCQB is not as liquid as major national securities exchanges.
These stock market and industry factors may adversely affect the market price of our common stock.
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Because of our limited working capital, we lack required internal controls and unless we remediate them, we may be hampered in a number of ways, which could materially and adversely affect us.
Our management and directors are based in Italy and other European countries. Although our accounting and legal professionals, as well as our auditors, are based in the United States, our lack of familiarity with United States federal and Delaware law has adversely affected us and may continue to adversely affect us as follows:
| · | Due to our limited size, we do not segregate our accounting functions which creates a material weakness; | |
| · | The lack of controls may ultimately cause errors in our financial statements; | |
| · | As we expand our business, we may fail to comply with local laws that could result in fines and the inability to do business; and | |
| · | Once our common stock publicly trades, investors may react to our lack of internal controls by selling our stock and depressing the price. |
As a public company in the United States, we are required to maintain internal control over financial reporting and disclosure controls and procedures. These controls and other procedures are designed to ensure that information required to be disclosed by us in the reports that we file with the SEC is disclosed accurately and is recorded, processed, summarized and reported within the time periods specified in SEC rules.
Ensuring that we have adequate controls and procedures in place to help produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be evaluated frequently. We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies relating to internal controls, which could materially adversely affect our results of operations.
Once we raise sufficient capital, we plan to take steps to remediate our material weaknesses, including hiring a principal financial officer with knowledge of generally accepted accounting principles as well as reporting and disclosure obligations. As our business expands we intend to retain additional consultants as required. If we fail to maintain proper and effective internal controls in future periods, we could become subject to potential review by the SEC or other regulatory authorities, which could require additional financial and management resources, could compromise our ability to run our business effectively and could cause investors to lose confidence in our financial reporting.
The SEC has sued multiple public companies in the past alleging in part that they had violated Section 13(b) of the Exchange Act resulting from their failure to remediate material weaknesses in their internal control over financial reporting over an extensive period of time. Three of these companies had remediated their material weaknesses at the time the lawsuits were filed. If the SEC Staff investigates us and following that investigation a lawsuit is filed alleging that we have and/or have not remediated our material weaknesses, we will face the following risks:
| · | It will divert our management’s attention from our core business of developing, marketing and selling the Smart Shin Guard; | |
| · | We will incur substantial legal fees in connection with both the investigation and the lawsuit if it is filed; | |
| · | If we are sued, we may be required to pay a civil monetary penalty in addition to other remedies the SEC or a court may impose; | |
| · | Any public disclosure may cause investors to sell our stock which may result in a material decline in our stock price that will cause investors to lose money; and | |
| · | Our existing stockholders will experience more dilution as we are required to raise capital at a lower price per share. |
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Because all of our officers and directors reside outside of the United States, it will be difficult for investors to sue them personally in the United States and may be difficult to enforce any judgment against their assets, which are located outside of the United States.
Our officers and directors reside in and are based in Italy and other European countries. In the event that investors sue them in the United States alleging that any registration statement, report or proxy filed with the SEC or other disclosure in connection with the purchase or sale of our common stock violates the United States federal and/or state securities laws, they may claim that they are not subject to suit individually in the United States. If a court later determines that these individuals may be sued in the United States and there is an adverse judgment against all or some of these directors, it may be difficult to enforce a United States judgment in the home countries of the defendants.
Due to recent changes to Rule 15c2-11 under the Exchange Act, our common stock may become subject to limitations or reductions on stock price, liquidity or volume.
On September 16, 2020, the SEC adopted amendments to Rule 15c2-11 under the Exchange Act. This Rule applies to broker-dealers who quote securities listed on over-the-counter markets such as our common stock. The Rule as amended prohibits broker-dealers from publishing quotations on OTC markets for an issuer’s securities unless they are based on current publicly available information about the issuer. The amended Rule became effective on September 28, 2021; the amended Rule also limits the Rule’s “piggyback” exception, which allows broker-dealers to publish quotations for a security in reliance on the quotations of a broker-dealer that initially performed the information review required by the Rule, to issuers with current publicly available information or issuers that are up-to-date in their Exchange Act reports.
The Rule changes could harm the liquidity and/or market price of our common stock by either preventing our shares from being quoted or driving up our costs of compliance. We became subject to filing reports under the Exchange Act following the effectiveness of our Form 10 in May 2021. If we cannot or do not provide or maintain current public information about our Company our stockholders may face difficulties in selling their shares of our common stock at desired prices, quantities or times, or at all, as a result of the amendments to the Rule.
We are subject to the “penny stock” rules which will adversely affect the liquidity of our common stock.
The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock on the OTC Pink Open Market is presently less than $5.00 per share and therefore we are considered a “penny stock” company according to SEC rules. Further, we do not expect our stock price to rise above $5.00 in the foreseeable future. The “penny stock” designation requires any broker-dealer selling our securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our common stock and therefore reduce the liquidity of the public market for our shares.
Broker-dealers are increasingly reluctant to permit investors to buy or sell speculative unlisted stock and often impose costs which make it uneconomical for small shareholders to do so. Moreover, as a result of apparent regulatory pressure from the SEC and the Financial Industry Regulatory Authority (“FINRA”), a growing number of broker-dealers decline to permit investors to purchase and sell or otherwise make it difficult to sell shares of penny stocks. The “penny stock” designation may have a depressive effect upon our common stock price.
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Our stock price may be volatile because of factors beyond our control.
Any of the following factors could affect the market price of our common stock:
| · | our failure to generate revenue; | |
| · | our failure to achieve and maintain profitability; | |
| · | actual or anticipated variations in our quarterly results of operations; | |
| · | announcement by us of the commencement of or the progress of any litigation; | |
| · | our failure to meet anticipated results with respect to the development and distribution of the Smart Shin Guard to consumers and others; | |
| · | the failure of the Smart Shin Guard or other products or services we may offer in the future to operate as expected; | |
| · | complaints received from consumers and other users; and | |
| · | our failure to remain current with our Exchange Act filing requirements. |
In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business.
Because of FINRA sales practice requirements which affect broker-dealers, the market price for our common stock will be adversely affected.
FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy shares of our common stock, which may limit your ability to buy and sell our common stock and have an adverse effect on the market for our shares.
We have in the past and may in the future face difficulty in effecting certain corporate actions we deem necessary or appropriate to raise capital due to FINRA or SEC rules and processes.
In 2019, FINRA declined to process a 1-for-100 reverse stock split of our outstanding common stock because we did not maintain current public information. This action was taken by FINRA based on perceived deficiencies under FINRA Rule 6490, which is based on SEC Rule 10b-17 and is designed to prevent fraudulent and deceptive practices in connection with certain corporate actions including a reverse stock split. A primary reason for our filing the Form 10 is to comply with these rules and effect the reverse stock split, as well as having the ability to take such other action in the future as may be needed and to have access to the U.S. capital markets. While the reverse stock split took effect in September 2021, there can be no assurance that our status as an Exchange Act reporting company will be sufficient for FINRA to process a reverse stock split or allow us to take other action in the future, including such actions as may be necessary to conduct a financing on favorable terms or at all. If this were to occur with respect to actions currently contemplated or that we may in the future determine to undertake, it could have a material adverse effect on our Company.
In the future, we may issue preferred stock which could make it more difficult for a third party to acquire us and could depress our stock price.
Our Board of Directors may issue one or more series of preferred stock that have more than one vote per share. This could permit our Board of Directors to issue preferred stock to investors who support our management and us and permit our management to retain control of our business. Additionally, issuance of preferred stock could block an acquisition resulting in both a drop in our stock price and a decline in interest of our common stock.
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Since we intend to retain any earnings for development of our business for the foreseeable future, you will likely not receive any dividends for the foreseeable future.
We have not and do not intend to pay any dividends in the foreseeable future, as we intend to retain any earnings for development and expansion of our business operations. As a result, you will not receive any dividends on your investment for an indefinite period of time.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES
GHST maintains its headquarters in New York, NY. The headquarters are in an executive suite environment where services are provided on an as-needed basis. Our officers spend limited time in the United States.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock is not listed on any securities exchange, and is quoted on the OTC Pink Market under the symbol “GHST.” Because our common stock is not listed on a securities exchange and its quotations on OTC Pink are limited and sporadic, there is currently no established public trading market for our common stock.
The following table reflects the high and low closing sales information for our common stock for each fiscal quarter during the fiscal years ended June 30, 2023 and 2022. This information was obtained from OTC Pink and reflects inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
| COMMON STOCK MARKET PRICE | ||||||||
| HIGH | LOW | |||||||
| Fiscal Year Ended June 30, 2023: | ||||||||
| First Quarter | $ | 0.10 | $ | 0.034 | ||||
| Second Quarter | $ | 0.09 | $ | 0.022 | ||||
| Third Quarter | $ | 0.065 | $ | 0.026 | ||||
| Fourth Quarter | $ | 0.09 | $ | 0.023 | ||||
| COMMON STOCK MARKET PRICE | ||||||||
| HIGH | LOW | |||||||
| Fiscal Year Ended June 30, 2022: | ||||||||
| First Quarter | $ | 0.14 | $ | 0.26 | ||||
| Second Quarter | $ | 0.735 | $ | 0.1001 | ||||
| Third Quarter | $ | 0.29 | $ | 0.101 | ||||
| Fourth Quarter | $ | 0.29 | $ | 0.074 | ||||
Holders
As of October 6, 2023, there were approximately 617 shareholders of record of the Company's common stock. We believe that additional beneficial owners of our common stock hold shares in street name.
Shares Eligible for Future Sale
All of the outstanding shares of common stock of the Company are restricted securities and cannot be sold under Rule 144 until at least six months have passed since payment, and the other requirements of Rule 144(i)(1)(ii) have been satisfied, including the Company being current in its SEC periodic reporting obligations.
In general, Rule 144 provides that any non-affiliate of the Company, who has held restricted common stock for at least six-months, is entitled to sell their restricted stock freely, provided that the Company stays current in its SEC filings.
An officer, director or other person in control of the Company may sell after six months with the following restrictions: (i) the Company is current in its SEC filings, (ii) certain manner of sale provisions, (iii) the filing of a Form 144, and (iv) volume limitations limiting the sale of shares within any three-month period to a number of shares that does not exceed 1% of the total number of outstanding shares. A person who has ceased to be an affiliate at least three months immediately preceding the applicable sale and who has owned such shares of common stock for at least one year may sell the shares under Rule 144 without regard to any of the limitations described above.
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Such shares may be sold outside of the United States. Further, such shares may be sold to purchasers in the United States under Section 4(a)(1) of the Securities Act if paid for more than two years ago and if the seller is not an affiliate of the Company. However, some broker-dealers and transfer agents will not accept legal opinion relying on Section 4(a)(1).
Equity Compensation Plan Information
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.
Dividend Policy
We have not paid cash dividends on our common stock and do not plan to pay such dividends in the foreseeable future. Our Board of Directors will determine our future dividend policy on the basis of many factors, including results of operations, capital requirements, and general business conditions.
Unregistered Sales of Equity Securities
During the fiscal year ended June 30, 2023, we have sold securities which are not registered under the Securities Act. These unregistered sales are set forth in the following table:
| Name or Class | Date Sold | No. of Securities | Consideration | |||
| Common Stock | February 3, 2023 | 33,333 | Issuances of shares in exchange for $2,000 in subscription payments | |||
| Common Stock | June 27, 2023 | 469,600 | Issuances of shares in exchange for $21,132 in subscription payments | |||
As more particularly described in “Item 1 – Business” at page 3, on September 23, 2023, the Company entered an agreement with a service provider pursuant to which the Company agreed, among other things, to issue shares of the Company’s common stock valued at 180,000 Swiss Francs (approximately $198,169 U.S. Dollars) based on a price per share of $0.0455 U.S. dollars. Pursuant to this agreement, on October 2, 2023 we issued the service provider 4,476,176 shares of our common stock.
Each of the foregoing transactions was exempt from registration under the Securities Act under Regulation S of the Securities Act as the securities were issued in offshore transactions to persons who are not U.S. Persons as defined by Regulation S under the Securities Act and there were no directed selling efforts made in the United States, and/or under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
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ITEM 6. [Reserved]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Certain statements in “Management’s Discussion and Analysis and Plan of Financial Condition and Results of Operations” are forward-looking statements that involve risks and uncertainties. Words such as may, will, should, would, anticipates, expects, intends, plans, believes, seeks, estimates and similar expressions identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. You should read the following discussion in conjunction with our financial statements, which are included elsewhere in this Report. We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements. Our actual results could differ materially from those discussed in the forward-looking statements. See “Cautionary Note Regarding Forward Looking Statements” and “Summary of Risk Factors” contained in the forepart of this Report for more information.
Overview
Our principal business focus is seeking to exploit a patent and obtain and exploit future patents for the Smart Shin Guard. We also have early development stage businesses for IoTT, an internet technology business, and InSSIDe World, a clean energy and intelligence, security and defense, as well as GHST Art which to date has been limited to holding 119 pieces of artwork. We have generated nominal revenue and need substantial additional financing to market our services.
Plan of Operation
On June 30, 2020 we obtained the intellectual property rights to the Smart Shin Guard and began efforts to implement our new business model of developing and marketing advanced wearable sports tracking and analysis devices, with an initial focus on soccer. In June 2020 we were issued the U.S. patent for our product, in 2022 we obtained a European patent for Italy, France, Spain, Germany and the United Kingdom and in March 2023 we obtained a Hong Kong patent. While we believe we have sufficient capital to fund our initial operations, we anticipate we will need additional funding to expand our operations and market and sell our product, including for the following expenses:
| · | Develop, test, and improve upon our Smart Shin Guard; | |
| · | Compensating out management and key personnel; | |
| · | Obtain the raw materials needed for our manufacturing of our products, including pursuant to contracts with third party suppliers we may enter into to procure the same; | |
| · | Arrange for the production of Smart Shin Guards and factory and warehouse space for the such production (which we may be required to outsource to a third party or parties); | |
| · | Develop relationships with soccer leagues, teams and players in order to both locate potential customers and establish business relationships to assist with advertising to the general public; | |
| · | Develop, maintain and protect our intellectual property rights including patent(s) in applicable jurisdictions; | |
| · | Communicate with and advocate for our product to FIFA and other soccer leagues and regulators to allow for widespread in-game use of our product in professional settings. |
We are currently in the process of developing our product, including by developing software for the artificial intelligence component of the product’s data collection and transmission capabilities. While we expect development to be completed by the end of 2023, this projection is subject to change as our development efforts and previous projections have been delayed over the past three years due to our very limited capital and human resources. Additionally, the smart phone application and the professional kit version of our product are expected to take a longer time to develop than the consumer kit due to the increased complexity of its functionality. These elements of our product continue to be the focal point of our development efforts as of the date of this Report.
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Following our product development efforts (and assuming successful completion of the same), we intend to then turn our attention during the next 12 months towards manufacturing the product and establishing a market for selling our product. Because our product focuses on soccer, or “football,” we plan to focus these efforts on countries located in Europe, where the sport is most popular and well-funded, and teams and players may be more likely to subscribe to our offerings. We expect that our ability to have success during this stage will depend on a number of factors which may be beyond our control, including our ability to have patents issued in target jurisdictions, our ability to complete product development and manufacturing efforts on schedule, and our ability to obtain strategic partnerships from professional teams or athletes to assist us in our marketing efforts.
Marketing Plan
Our goal is to develop and expand a market for our Smart Shin Guard both to professional and casual soccer players and teams. With the right people on our side, we intend and hope for the market for our product to grow to a global scale. However, we will need to raise additional capital to fund these business plans, which we may face difficulty doing on acceptable terms or at all. See below under “Liquidity and Capital Resources” for more information.
Headquarters
We are currently headquartered in New York, NY; however our directors and officers are located in Italy and other European countries. We believe our presence in these locations will be useful in initiating our marketing strategy, in which we plan to focus our efforts on European countries and access the U.S. capital markets to fund our operations.
Need for League Approval
As discussed in “Risk Factors,” the Smart Shin Guard’s value, particularly with respect to professional teams and players, will in large part be determined by our ability to obtain approval for in-game use of the product from FIFA, UEFA Champions League, Serie A (Italy), Ligue 1 (France), and the English Premier League, as well as other prominent international and national soccer leagues that attract a significant number of viewers. Management believes that due to our product’s small size and design to be used as a wearable shin guard, which equipment is already used in games, we should be able to obtain such approval, but any difficulties or delays in obtaining this consent from target leagues could result in limitations to the prospective market for our product and/or require us to allocate capital and time towards obtaining such approval.
Critical Accounting Estimates
The methods, estimates, and judgments that we use in applying our accounting policies have a significant impact on the results that we report in our financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. These estimates, which are discussed below, involve certain assumptions that if incorrect could create a material adverse impact on GHST’s results of operations and financial condition.
Such estimates and assumptions impact, among others, the following: the valuation of due from a related party, the valuation of other assets and patents, the fair value of share-based payments and deferred taxes. See Note 2 to the financial statements contained in this Report.
Results of Operations
The following discussion should be read in conjunction with the financial statements and notes thereto included elsewhere in this report.
Fiscal Year Ended June 30, 2023 Compared to the Fiscal Year Ended June 30, 2022.
We had nominal revenue in the fiscal year ended June 30, 2023 and none in the fiscal year ended June 30, 2022, and we sustained net losses of $116,574 and $3,987,027, respectively, in those periods. Our expenses consisted of general and administrative costs. We do not expect to generate material revenue unless and until we can implement our business plan and begin marketing and selling our product(s) in sufficient quantities, which has been delayed due to a combination of our limited capital resources and external forces resulting in delays in the development of our product, which has and until completed will continue to adversely affect our marketing capabilities. In order to become profitable, we will need to complete the development of a functional product and thereafter establish a sufficient market for our product, including internationally, to offset our development, manufacturing and advertising costs, and our ability to do so will be subject to a number of factors, many of which will be beyond our control.
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The FY 2022 net loss resulted from certain adjustments resulting in charges for the period, including a non-cash expense arising from the issuance of approximately 118,663,761 shares of common stock during FY 2022 in satisfaction of indebtedness at an average price per share of approximately $0.0019, below the fair market value of the shares, and a $151,181 impairment of long-lived assets in the 2022 period related to the write-off of patent costs, among other charges.
Liquidity and Capital Resources
Net Cash used by Operating Activities:
For the fiscal year ended June 30, 2023, the Company used net cash of $93,308 in operating activities as compared to $163,028 for the fiscal year ended June 30, 2022. The decrease in cash used in operations was primarily due to deferred revenue of $23,841 in the 2023 period, and a $3,666,441 loss on debts conversion, and a $151,181 impairment of long-lived assets.
Cash Flows from Investing Activities:
For the years ended June 30, 2023 and 2022, the Company had no cash flows from investing activities.
Cash Flows from Financing Activities:
Cash flows from financing activities for the fiscal year ended June 30, 2023 were $132,596 compared to $155,884 for the fiscal year ended June 30, 2022. The decrease primarily related to a reduction in advances from related parties year-over-year.
We have approximately $12,000 in available cash as of October, 12, 2023, and for the past two years we have been relying on loans and stock purchases from our current investors and related parties to fund our operations. As reflected in the Financial Statements contained elsewhere in this Report, management has expressed substantial doubt about our ability to continue as a going concern during the fiscal year ended June 30, 2023 unless we can raise the required capital or generate material revenue to fund our operations.
We do not have sufficient capital to support our operations for the next 12 months and will dependent upon on the proceeds from a financing, which may consist of sales of our common stock, the issuance of debt securities and/or issuance of securities convertible into shares of our common stock, any of which could have a dilutive effect on our existing shareholders. We intend to continue to raise capital from existing investors and/or to obtain funding from the sale of a minority interest in our subsidiaries if and to the extent possible. We estimate that we will need to raise at least $300,000 in order to meet our working capital needs for the next 12 months. As described elsewhere in this Report, we plan to phase in our expenses and grow our business as working capital is available.
There can be no assurances that we will be able to raise additional capital. The inability to raise capital would adversely affect our ability to achieve our business objectives. In addition, if our operating performance during the next 12 months is below our expectations, our liquidity and ability to operate our business could be adversely affected. We continue to monitor macro-economic factors such as inflationary pressures, continued Federal Reserve interest rate hikes and recessionary fears, as well as trends within our industry, all of which may affect our working capital requirements and ability to raise funding for our operations within the timeframes desired, on favorable terms or at all. See “Risk Factors.”
Significant Accounting Policies and Recent Accounting Pronouncements
Please see the notes to our Financial Statements for information about our Significant Accounting Policies and Recent Accounting Pronouncements.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements and the other information required by this Item can be found beginning on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
ITEM 9A. 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 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 June 30, 2023 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 Securities and Exchange Commission’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 and procedures to support the identification of, accounting for, and the evaluation and disclosure of the valuation for impairment of intangible and other assets, the valuation for stock-based non-cash issuances, and revenue recognition including with respect to material contingencies related to the revenue and the deferred liabilities. These weaknesses contributed to certain material adjustments to and the restatement of the Company’s financial statements for FY 2022 and certain periods in FY 2023.
In addition, the Company did not maintain effective controls to identify, and maintain segregation of duties to authorize and approve, support the identification of, accounting for, and the disclosure of related-party transactions and non-routine transactions, as 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.
ITEM 9B. OTHER INFORMATION.
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following is a list of our directors and executive officers. All directors serve one-year terms or until each of their successors are duly qualified and elected. The officers are elected by the Board of Directors.
| Name | Age | Position(s) | ||||
| Edoardo Berti Riboli | 46 | Chief Executive Officer | ||||
| Paolo Sangiovanni | 67 | Chief Financial Officer | ||||
| Marcello Appella | 68 | Chief Financial Officer | ||||
| Massimiliano Stella | 54 | Chief Information Officer | ||||
| Esterino Castellazzi | 73 | President and Chairman of the Board of Directors | ||||
| Giovanni Lavati | 58 | Secretary, Treasurer and Director | ||||
| Pierangelo Negri | 85 | Director |
Edoardo Berti Riboli has been the Company’s Chief Executive Officer since 2017. Mr. Riboli is a lawyer practicing in Rimond Group since 2017 located in Milan and Rome, Italy. From 2010 to 2016, Mr. Riboli practiced in Studio Legale Pettinello law firm.
Paolo Sangiovanni has been the Company’s Chief Financial Officer since 2017. Mr. Sangiovanni is the Chief Executive Officer and Chairman of the Board of Alchemy Business Management Ltd. Since September 2009, he has been the Managing Director of Management Asset Planning Ltd. Since 2014, he has been the Chairman of the Board of Mapbiz Holdings SA. From September 2013 to January 2017, he was the Managing Director of Ozone Int. Ltd. Since September 2012 he has been the Managing Director of Mapleton Films Ltd. On May 2016, he was the Chairman of the Board of Acorn Global Partners Ltd.
Marcello Appella has been the Company’s Chief Financial Officer since March 19, 2019. Since 1996, Mr. Appella is the Chief Executive Officer and owner of ADI Sarl.
Massimiliano Stella has been the Company’s Chief Information Officer since February 2021. Since July 2020, he has provided services to businesses as a management and software consultant. From July 2016 to May 2020, he served as President of E-Win S.r.l., a software company focused on enterprise resource planning (ERP) applications. From January 2005 until May 2020, he served as Chief Executive Officer at GoodWorks S.r.l., a software development and distribution company.
Esterino Castellazzi is President and Chairman of the Board of Directors of the Company. Formerly, Mr. Castellazzi served as the Company’s Vice President from July 28, 2008 to 2017. Mr. Castellazzi is the President and Chairman of the Board of Directors since 2017. Since 2016, Mr. Castellazzi has been the liquidator for Contractor Spa. From 2006 to 2016, Mr. Castellazzi served as the Chief Executive Officer of the advertising company Ghost Technology Spa of the European Union. From 2004 to 2016, he was the Chief Executive Officer of Gaved Srl. a publishing company. Mr. Castellazzi was also an officer and part owner of the DVD recording company In Service Media Video, Srl from 2002 to 2016, and was the Chief Executive Officer of the multimedia company M.C. Video Srl from 1997 to 2015. Mr. Castellazzi was appointed a director because of his knowledge of the Company and its business.
Giovanni Lavati has been a director of the Company since May 13, 2016. Since 2016, Mr. Lavati is the Project Manager for Expertise SRL. Mr. Lavati was appointed a director because of his experience and skill in managing businesses.
Pierangelo Negri has been a director of GHST since 2017. Since 2000, Mr. Negri has been the Chief Executive Officer and owner of FAPI Service Ltd. Mr. Negri was appointed a director because of his experience and expertise in capital markets.
| 29 |
Family Relationships
There are no family relationships among our directors or officers. However, Roberto Castellazzi, the Company’s Operations Manager and Chief Executive Officer and Chairman of the Board of Directors of GHST Sport Inc., is the son of Esterino Castellazzi, the Company’s President and Chairman of the Board of Directors.
Director Independence
Our Board has determined that each of our directors with the exception of Mr. Castellazzi are independent under the Nasdaq Stock Market listing rules.
Committees of the Board of Directors
We presently do not have an audit committee, compensation committee, or other committee or committees performing similar functions, as our board of directors and management believe that until recently it has been premature at the early stage of our Company’s business development to form an audit, compensation or other committees. Each member of our Board considers candidates for directorship and executive officer and director compensation. Presently, our full Board of Directors fill the role of the audit committee.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common stock to file initial reports of ownership and changes in ownership of our common stock and other equity securities with the SEC. These individuals are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of the forms furnished to us, and written representations from reporting persons, we believe that all filing requirements applicable to our officers, directors and 10% beneficial owners were complied with for the fiscal year ended June 30, 2023.
Code of Ethics
Our Board has adopted a Code of Ethics that applies to all of our employees, including our Chief Executive Officer and Chief Financial Officers. Although not required, the Code of Ethics also applies to our directors. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations, including insider trading, corporate opportunities and whistleblowing or the prompt reporting of illegal or unethical behavior. A copy of our Code of Ethics is filed as Exhibit 14.1, and copy of our Insider Trading Policy is filed as Exhibit 19.1, to this Report. .
Shareholder Communications
Although we do not have a formal policy regarding communications with the Board, shareholders may communicate with the Board by writing to us at GHST World, Inc., 667 Madison Avenue, 5th Floor, New York, NY 10065. Shareholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.
ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table
The officers of the Company have not received any compensation paid, distributed nor accrued from the Company for the last two fiscal years.
Director Compensation
The directors of the Company have not received any compensation paid, distributed nor accrued from the Company for the last two fiscal years.
| 30 |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth the number of shares of GHST’s voting stock beneficially owned as of October 5, 2023 by (i) those persons known by GHST to be owners of more than 5% of GHST’s common stock, (ii) each director of GHST, (iii) all Named Executive Officers (as defined in Item 6), and (iv) all executive officers and directors of GHST as a group:
| Title of Class | Name and Address of Beneficial Owner |
Amount and Nature of Beneficial |
Percentage of Common Stock+ | Percent of Voting Power (1) | ||||
| Directors and Executive Officers: | ||||||||
| Common Stock and Preferred Stock | Esterino Castellazzi(2)(3)(4) | 124,939,535 | 19.2% | 44.6% | ||||
| Common Stock | Edoardo Berti Riboli(3) | 0 | * | * | ||||
| Common Stock | Paolo Sangiovanni(3)(5) | 100,000 | * | * | ||||
| Common Stock | Giovanni Lavati(2)(3) | 17,085,762 | 13.1% | 6.1% | ||||
| Common Stock | Marcello Appella(3) | 0 | * | * | ||||
| Common Stock | Pierangelo Negri(2) | 1,000 | * | * | ||||
| Common Stock | Massimiliano Stella(3) | 0 | * | * | ||||
| Common Stock | All directors and executive officers as a group (6 persons) | 142,126,297 | 64.7% | 50.7% | ||||
| 5% Shareholders: | ||||||||
| Common Stock | Alessandro Cristiano(6) | 9,461,388 | 7.3% | 3.4% | ||||
| Preferred Stock | Bank Investments Inc.(7) | 1,800 | * | 16.1% |
———————
* Less than 1%
+ N/A to the Series A (as defined in footnote (1)). As such, shares of Series A and underlying voting power are not included in this percentage.
| (1) | Represents voting power. Applicable percentages are based on 130,201,179 shares of common stock and 6,000 shares of Series A Preferred Stock (the “Series A”) with 150,000,000 votes outstanding, adjusted as required by rules of the SEC beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. It does not include options held by our management, which are subject to performance standards. Unless otherwise indicated in the footnotes to this table, GHST believes that each of the shareholders named in the table has sole voting and investment power with respect to the shares indicated as beneficially owned by them. |
| (2) | A director. |
| (3) | An executive officer. |
|
(4) |
Includes 4,000 shares of Series A. Each share of Series A is entitled to 25,000 votes per share. Does not include 2,000 shares of Series B Preferred Stock which has a liquidation preference of $27.50 per share. |
| (5) | Represents 100,000 shares of common stock held by Palmetum Business SL, an entity owned and controlled by Mr. Sangiovanni. |
| (6) | Address is Via Righi 10, Novara (NO) 28010, Italy. |
| (7) | Consists of 1,800 shares of Series A. Each share of Series A is entitled to 25,000 votes per share. Address is 45 Rockefeller Plaza Suite 2000 NY. Francesco Pegioani is the President of this entity and holds voting and dispositive control of the securities. |
| 31 |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
From May 7, 2021 to September 20, 2021, the Company borrowed a total of $8,199.26 from Esterino Castellazzi, the Company’s President and Chairman of the Board of Directors. Prior to that, beginning in 2016 through June 30, 2020 the Company borrowed a total of $60,013.14 from Mr. Castellazzi. As of February 23, 2022, the Company issued Mr. Castellazzi 32,495,535 shares of common stock in satisfaction of this indebtedness.
Beginning in 2016 through June 30, 2020 the Company borrowed a total of $32,538 including $9,975 on July 7, 2019 from Giovanni Lavati, the Company’s director. As of February 23, 2022, the Company issued Mr. Lavati 17,579,562 shares of common stock in satisfaction of this indebtedness.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
All of the services provided and fees charged by Salberg & Company, P.A. (the “Auditor”) our principal accountant, were approved by our Board of Directors. The following table shows the fees paid to the Auditor for the fiscal years ended June 30, 2023 and 2022.
| Year Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Audit Fees (1) | $ | 62,000 | $ | 0 | ||||
| Audit Related Fees | — | — | ||||||
| Tax Fees | — | — | ||||||
| All Other Fees | — | — | ||||||
| Total | $ | 62,000 | $ | 0 | ||||
———————
| (1) | Audit fees – these fees relate to the annual audits and quarterly reviews of our consolidated financial statements. The above table does not include fees totaling $35,000 paid to our former auditor for FY 2022, which former auditor was replaced by the Auditor. In addition to the audit for FY 2023, the Auditor re-audited the Company’s financial statements for FY 2022. The fees reflected as paid in FY 2023 represent both the FY 2023 audit and FY 2022 re-audit. |
| 32 |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
| 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 | ||||||
| 3.3 | Amended and Restated Bylaws | 10-12G | 3/9/2021 | 3.3 | ||||||
| 10.1 | Securities Exchange Agreement dated June 29, 2019+ | 10-12G | 3/9/2021 | 10.1 | ||||||
| 10.2 | Development Agreement between the Company and Hemar AG dated January 4, 2021** | 10-12G/A | 4/21/2021 | 10.2 | ||||||
| 10.3 | Development Agreement between the Company and Applica srl dated February 2, 2021** | 10-12G/A | 4/21/2021 | 10.3 | ||||||
| 14.1 | Code of Ethics | Filed | ||||||||
| 16.1 | Letter from Ciro E. Adams, CPA, LLC, dated October 7, 2022 | 8-K | 10/11/2022 | 16.1 | ||||||
| 19.1 | Insider Trading Policy | Filed | ||||||||
| 21.1 | List of Subsidiaries | 10-12G | 3/9/2021 | 21.1 | ||||||
| 31.1 | Certification of Principal Executive Officer (302) | Filed | ||||||||
| 31.2(a) | Certification of Principal Financial Officer (302) | Filed | ||||||||
| 31.2(b) | 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) | |||||||||
*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.
** Portions of this exhibit have been omitted as permitted by the rules of the SEC. The information excluded is both (i) treated by the Company as private or confidential and (ii) not material. The Company undertakes to submit a marked copy of this exhibit for review by the SEC staff, to the extent it has not been previously provided, and provide supplemental materials to the SEC staff promptly upon request.
| 33 |
+ Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.
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., 667 Madison Avenue, 5th Floor, New York, NY 10065.
ITEM 16. FORM 10-K SUMMARY.
Not applicable.
| 34 |
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: | October 13, 2023 | By: | /s/ Edoardo Berti Riboli |
| Edoardo Berti Riboli, Chief Executive Officer | |||
| (Principal Executive Officer) | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Dated: | October 13, 2023 | By: | /s/ Edoardo Berti Riboli |
| Edoardo Berti Riboli, Chief Executive Officer | |||
| (Principal Executive Officer) | |||
| Dated: | October 13, 2023 | By: | /s/ Marcello Appella |
| Marcello Appella, Chief Financial Officer | |||
|
(Principal Financial Officer)
| |||
| Dated: | October 13, 2023 | By: | /s/ Paolo Sangiovanni |
| Paolo Sangiovanni, Chief Financial Officer | |||
| (Principal Financial Officer) | |||
| Dated: | October 13, 2023 | By: | /s/ Giovanni Lavati |
Giovanni Lavati, Chief Accounting Officer (Principal Accounting Officer), Director | |||
| Dated: | October 13, 2023 | By: | /s/ Esterino Castellazzi |
| Esterino Castellazzi, Director | |||
| Dated: | October 13, 2023 | By: | /s/ Pierangelo Negri |
| Pierangelo Negri, Director | |||
| 35 |
GHST WORLD, INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
JUNE 30, 2023 AND 2022 (As Restated)
INDEX TO FINANCIAL STATEMENTS
| Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID 106) | F-2 - F-3 |
| Consolidated Balance Sheets – As of June 30, 2023 and 2022 (As Restated) |
F-4 |
| Consolidated Statements of Operations – For the Years Ended June 30, 2023 and 2022 (As Restated) |
F-5 |
| Consolidated Statements of Changes in Stockholders’ Deficit – For the Years Ended June 30, 2023 and 2022 (As Restated) |
F-6 |
| Consolidated Statements of Cash Flows – For the Years Ended June 30, 2023 and 2022 (As Restated) |
F-7 |
| Notes to Consolidated Financial Statements (As Restated) | F-8 - F-14 |
| F-1 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of:
GHST World, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of GHST World, Inc. and Subsidiaries (the “Company”) as of June 30, 2023 and 2022, the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows, for each of the two years in the period ended June 30, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2023 and 2022, and the consolidated results of its operations and its cash flows for each of the two years in the period ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.
Restatement
As discussed in Note 9 to the consolidated financial statements, the 2022 consolidated financial statements, as originally audited by a predecessor auditor, have been restated to correct certain errors.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has a net loss and cash used in operations of $116,574 and $93,308, respectively, in 2023 and a working capital deficit, shareholders’ deficit and accumulated deficit of $121,513, $121,513 and $13,370,665 respectively, at June 30, 2023. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plan in regard to these matters is also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over
2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431
Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920
www.salbergco.com • info@salbergco.com
Member National Association of Certified Valuation Analysts • Registered with the PCAOB
Member CPAConnect with Affiliated Offices Worldwide • Member Center for Public Company Audit Firms
| F-2 |
financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined there were no critical audit matters.
/s/ Salberg & Company, P.A.
SALBERG & COMPANY, P.A.
We have served as the Company’s auditor since 2022.
Boca Raton, Florida
October 13, 2023
| F-3 |
GHST World Inc.
Consolidated Balance Sheets
| June 30, 2023 | June 30, 2022 | |||||||
| (As Restated) | ||||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| 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 8) | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock, $ par value; shares authorized; | ||||||||
| Series A, shares issued and outstanding at June 30, 2023 and 2022 | ||||||||
| Series B, shares issued and outstanding at June 30, 2023 and 2022 | ||||||||
| Common stock, $ par value, shares authorized; and shares issued at June 30, 2023 and 2022 | ||||||||
| 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.
| F-4 |
GHST World Inc.
Consolidated Statements of Operations
| For the Years Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| (As Restated) | ||||||||
| Revenues | $ | $ | ||||||
| Operating expenses: | ||||||||
| General and administrative expenses | ||||||||
| Impairment of long-lived assets (Notes 3 and 4) | ||||||||
| Patent development costs | ||||||||
| Total operating expenses | ||||||||
| Other Income(expense): | ||||||||
| Foreign exchange gain (loss) | ( | ) | ||||||
| Interest Expense | ( | ) | ||||||
| Loss on change in fair value of debts | ( | ) | ||||||
| Loss on debt conversion (Note 5) | ( | ) | ||||||
| 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.
| F-5 |
GHST World Inc.
Consolidated Statement of Changes in Stockholders' Deficit
For the Years Ended June 30, 2023 and 2022 (as Restated)
| Preferred Stock | Preferred Stock | Additional | Total | |||||||||||||||||||||||||||||||||
| Series A | Series B | Common Stock | Paid in | Accumulated | Stockholders' | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||
| Balance June 30, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Issuance of common stock in exchange for debt | — | — | ||||||||||||||||||||||||||||||||||
| Issuance of common stock for cash | — | — | ||||||||||||||||||||||||||||||||||
| Net loss for the year ended June 30, 2022 | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance June 30, 2022 (As Restated) | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Issuance of common stock for cash | — | — | ||||||||||||||||||||||||||||||||||
| Net loss for the year ended June 30, 2023 | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance June 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
GHST World Inc.
Consolidated Statements of Cash Flows
| For the Years Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| (As Restated) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Impairment of long-lived assets | ||||||||
| Loss on debt conversion | ||||||||
| Loss on change in fair value of debt | ||||||||
| Bad debt - related party | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Deferred revenue | ||||||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Advances from related parties | ||||||||
| Increase in common stock payable | ||||||||
| Issuance of common stock for cash | ||||||||
| Net Cash Provided By Financing Activities | ||||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash - beginning of year | ||||||||
| Cash - end of year | $ | $ | ||||||
| SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid during the year/period for: | ||||||||
| Interest | $ | $ | ||||||
| Taxes | $ | $ | ||||||
| SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Issuance of common stock in exchange for debt | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-7 |
GHST WORLD, INC.
Notes to Consolidated Financial Statements
June 30, 2023 and 2022 (As Restated)
NOTE 1- ORGANIZATION AND DESCRIPTION OF BUSINESS
Background
GHST World Inc. (“the Company”), 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.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Liquidity and Going Concern
The consolidated 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 consolidated 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. 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.
Concentrations
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.
The Company currently receives all its revenues from one customer and all the deferred revenues from another customer. The company is dependent on it chairman of the Board for short term funding, who has provided a significant portion of the funding through June 30, 2023.
| F-8 |
GHST WORLD, INC. Notes to Consolidated Financial Statements June 30, 2023 and 2022 (As Restated) |
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: the valuation of due from a related party, the valuation of other assets and patents, the 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 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 Company recognizes revenue for its services for contracts with customers at a point in time when the services are completed. Payments received from customers in advance of when services are completed are reflected as deferred revenue on the accompanying consolidated balance sheets.
Fair Value
The carrying value of cash, other asset, 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. |
| F-9 |
GHST WORLD, INC. Notes to Consolidated Financial Statements June 30, 2023 and 2022 (As Restated) |
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
Intangible Assets
The Company capitalizes external costs, such as filing fees, associated attorney fees, and patent acquisition fees, incurred to obtain issued patents and patent license rights. The Company expenses costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. Once a patent is granted, the Company will amortize capitalized patent costs for internally generated patents on a straight-line basis over seven years, which represents the estimated useful lives of the patents. Amortization is recorded on a straight-line basis over the seven-year estimated useful life. The seven-year estimated useful life for internally generated patents is based on management’s assessment of such factors as the integrated nature of the portfolios being licensed, the overall makeup of the portfolio over time, and the length of license agreements for such patents. The Company assesses the potential impairment to all capitalized net patent cost when events or changes in circumstances indicate that the carrying amount of its patent portfolio may not be recoverable.
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
After impairment of patents, the Company is expensing all additional patent cost as “Patent development costs”.
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.
| F-10 |
GHST WORLD, INC. Notes to Consolidated Financial Statements June 30, 2023 and 2022 (As Restated) |
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 measurement date which is typically the grant date. For stock based conversions or stock based debt settlements, the value is based on the conversion or settlement date.
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 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 years ended June 30, 2023 and 2022.
Recent Accounting Pronouncements
There are no recent accounting pronouncements that are expected to have a material effect on the Company's financial statements.
NOTE 3 – OTHER ASSETS
On June 29, 2019, the Company acquired all the stock
of GHST Art World, Inc, a Florida corporation, whose primary assets consisted of 119 art paintings and reproductions. The Company issued
shares of common stock
and paid $
On June 30, 2022, the Company’s management determined
that the carrying value of the assets were impaired as there had been no third-party sales of such artwork since acquisition and the planned
business activity relating to such art work has been delayed. As a result, the Company has recorded an impairment loss of $
NOTE 4 – 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
patent in October 2022 and Hong Kong patent in March 2023 for the same device, although the Hong Kong patent was subsequently
abandoned. The Company has accumulated costs of $
NOTE 5 – COMMON STOCK PAYABLE
The Company had agreements dated January 4, 2021 with
certain investors to convert their debt investments 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
| F-11 |
GHST WORLD, INC. Notes to Consolidated Financial Statements June 30, 2023 and 2022 (As Restated) |
During the year ended June 30, 2022 certain investors
accepted a total of shares at an average price of approximately $ in exchange for $ of debt which was previously
classified as common stock payable. The Company determined that the fair market value of the stock on the January 4, 2021 grant date,
which was also the measurement date, was $
NOTE 6 – RELATED PARTY TRANSACTIONS
At June 30, 2023 and 2022, the Company owed related
parties a total of $
As of June 30, 2022, the Company determined that an
advance to a related party totaling $
As shown in Note 5, the Company has committed to converting
certain debts to equity. Included in the debts is $
NOTE 7 – STOCKHOLDERS’ DEFICIT
of which are reserved
for common stock and for preferred stock. The amendment was effective on September 9, 2021. Effective on September 30, 2021,
the Company effectuated a
Preferred Stock Series A and B
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
Common Stock Issuances
During the year ended June 30, 2023, the Company issued shares of common stock in exchange for $96,067 at an average price of approximately $.
During the year ended June 30, 2022, the Company issued
shares of common stock at an average price of approximately $ in exchange for $
NOTE 8 – 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. As of June 30, 2023, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.
| F-12 |
GHST WORLD, INC. Notes to Consolidated Financial Statements June 30, 2023 and 2022 (As Restated) |
NOTE 9 – IMPACT OF RESTATEMENT
See below for a reconciliation from the previously reported June 30, 2022 consolidated financial statement to the restated amounts in the consolidated statements of operations for the years ended June 30, 2022 and in the consolidated balance sheets as of June 30, 2022. The previously reported amounts were derived from the Company's Annual Report on Form 10-K for the year ended June 30, 2022 as filed with the SEC on September 28, 2022 (the “Original Report”). These amounts are labeled as “As Previously Reported” in the tables below. The amounts labeled “Restatement Adjustment” represent the effects of this restatement described above.
The correction of these misstatements
resulted in an increase in net loss of $
| Schedule of reconciliation of impacted consolidated financial statement | ||||||||||||
| As of June 30, 2022 | ||||||||||||
| As previously reported | Restatement Adjustment | As restated | ||||||||||
| Consolidated Balance Sheet | ||||||||||||
| Other asset | $ | $ | ( | ) | $ | |||||||
| Patent costs | ( | ) | ||||||||||
| Total | $ | $ | ( | ) | $ | |||||||
| For The Year Ended June 30, 2022 | ||||||||||||
| As previously reported | Restatement Adjustment | As restated | ||||||||||
| Consolidated Statement of Operations | ||||||||||||
| General and administrative expenses | $ | $ | $ | |||||||||
| Impairment of long-lived assets | $ | $ | ||||||||||
| Loss on debt conversion | $ | ( | ) | $ | ( | ) | ||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Net Loss per common share | ||||||||||||
| - basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| - diluted | $ | ( | ) | $ | ) | $ | ( | ) | ||||
| Consolidated Statement of Changes in Stockholders’ Deficit | ||||||||||||
| Accumulated deficit | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Total stockholders’ equity (deficit) | $ | $ | ( | ) | $ | ( | ) | |||||
| Consolidated Statement of Cash Flow | ||||||||||||
| Net cash used in operating activities | $ | ( | ) | $ | $ | ( | ) | |||||
| Net cash provided by financing activities | $ | $ | $ | |||||||||
NOTE 10 – INCOME TAXES
The company accounts for income taxes under ASC 740,
Income Taxes, which requires the recognition of deferred tax assets and liabilities based on the difference between the financial statement
basis and tax basis of assets and liabilities by using enacted tax rates in effect for the year. The company had
| F-13 |
GHST WORLD, INC. Notes to Consolidated Financial Statements June 30, 2023 and 2022 (As Restated) |
The Company has accumulated losses of
approximately $13.3
The following is a reconciliation of income tax rate:
| Schedule of reconciliation of income tax rate | ||||||||
| June 30, 2023 | June 30, 2023 | |||||||
| Federal tax rate | % | % | ||||||
| State tax rate | % | % | ||||||
| Federal tax benefit of State Taxes | ( | %) | ( | %) | ||||
| Combined effective tax rate | % | % | ||||||
| Less valuation allowance | ( | )% | ( | %) | ||||
| Tax rate | % | % | ||||||
NOTE 11 – SUBSEQUENT EVENTS
The Company’s Chairman of the Board has provided
funds for operations subsequent to year end of approximately $
F-14
EXHIBIT 14.1
GHST World Inc.
Code of Ethics
Introduction
These Ethical Guidelines will serve as the Code of Ethics (“Guidelines”) for GHST World Inc. (“GHST” or the “Company”) and as such they cover a wide spectrum of business practices and procedures. They do not cover every issue that may arise, but they set out some basic principles to guide all directors, officers, employees and certain selected consultants of GHST1. We expect all of our directors, officers, employees and those consultants to comply with them and to seek to avoid even the appearance of improper behavior. These Guidelines should also be provided to and followed by GHST’s agents and representatives, including consultants. Although the Guidelines refer to our employees and sometimes, our officers (each of whom is an employee) and directors, all Guidelines apply to our directors even when we do not specifically refer to them.
If a law conflicts with a policy in these Guidelines, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation. Those who violate these Guidelines may be subject to disciplinary action. Depending on the nature of the violation, the disciplinary action may include termination of employment. If you are in a situation, which you believe may violate or lead to a violation of these Guidelines, follow the recommendations described below.
Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which GHST’s ethical standards and our reputation are built. All employees must respect and obey the laws of the cities, states and nations in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers, GHST’s legal counsel or other appropriate personnel. If requested, GHST will hold information and training sessions to promote compliance with laws, rules and regulations, including insider trading laws.
A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of GHST. A conflict may arise when an employee takes actions or has interests that may make it difficult to perform duties for GHST objectively and effectively. Conflicts of interest arise whenever a family member of an employee provides goods or services (including as an employee) or otherwise engages in business with GHST. All of these relationships require prior approval of our Audit Committee. Conflicts of interest may also arise when an employee, or members of his or her family, receives improper personal benefits as a result of his or her position with GHST. For example, loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest. By law, GHST cannot make any loans to its executive officers and directors. It is almost always a conflict of interest for a GHST employee to work simultaneously for a competitor, client or supplier. You are not allowed to provide services for a competitor as a consultant or act as a board member. The best policy is to avoid any direct or indirect business connection with our clients, suppliers or competitors, except on our behalf. Conflicts of interest are prohibited as a matter of company policy, except under specific guidelines approved by GHST’s board of directors (the “Board”). Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or GHST’s legal counsel. Any employee who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described below. Our executive officers and directors and certain other persons must also comply with our Guidelines and our Insider Trading Policy.
————————
1 When this Memorandum discusses employees, it also should be understood to include all officers and directors and certain consultants who are officers are subject to these Guidelines.
| 1 |
Insider Trading
Employees who have access to confidential information are not permitted to use or share that information for trading purposes or for any other purpose except the conduct of our business. All non-public information about GHST should be considered confidential information. To use non-public information for personal benefit (financial or otherwise) or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal under the federal securities laws. In order to comply with the securities laws against insider trading, GHST has adopted a specific policy governing employees’ trading in securities of GHST. GHST is required to provide you with a copy of our Insider Trading Policy. If you have not received the Insider Trading Policy, please notify your supervisor.
Corporate Opportunities
Employees are prohibited from taking for themselves personally, opportunities that are discovered through the use of GHST’s property, information or from their position with GHST without the consent of the Board. No employee may use GHST’s property, information, or their position with GHST, for improper personal gain. Under no circumstances may an employee compete with GHST directly or indirectly. Employees, officers and directors owe a duty of loyalty to GHST to advance its legitimate interests when the opportunity to do so arises.
Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with GHST’s clients, suppliers, competitors and other employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair dealing practice. The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with clients. No gift or entertainment should be offered, given, provided or accepted by any employee, family member of an employee, or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts which you are not certain are appropriate.
Discrimination and Harassment
The diversity of GHST’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment. Examples may include derogatory comments based on racial, religious, sexual identity, disability, or ethnic characteristics and unwelcome sexual advances.
Health and Safety
GHST strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of alcohol or illegal drugs in the workplace will not be tolerated.
| 2 |
Record-Keeping
GHST
requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported. Some employees are authorized to use business expense accounts, which must
be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or our Chief Financial
Officer (“CFO”). All of GHST’s books, records, accounts and financial statements must be maintained in reasonable detail,
must appropriately reflect GHST’s transactions and must conform both to applicable legal requirements and to GHST’s system
of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable
law or regulation. Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork,
or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos,
and formal reports. Records should always be retained or destroyed according to GHST’s record retention policies. In accordance
with those policies, in the event of litigation or governmental investigation please consult GHST’s legal counsel.
Emails, Texts and Social Media
Before you send an email or text, think. Will you be embarrassed or will GHST be subject to liability if the email or text becomes public or is obtained by a party that is antagonistic to GHST? Nobody is authorized to use social media, email or text messaging for the business of the Company, except as expressly authorized by the Chief Executive Officer (the “CEO”).
Confidentiality
Employees must maintain the confidentiality of confidential information entrusted to them by GHST or its clients except when disclosure is authorized by GHST’s legal counsel or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to GHST or its clients if disclosed. It also includes information that suppliers and clients have entrusted to us. The obligation to preserve confidential information continues even after employment ends.
Protection and Proper Use of GHST’s Assets
All employees should endeavor to protect GHST’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on GHST’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. GHST’s equipment should not be used for non-GHST business, though incidental personal use may be permitted. The obligation of employees to protect GHST’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, ideas, designs, databases, records, salary information and any unpublished financial data and reports. While unauthorized use or distribution of this information would violate company policy, it could also be illegal and result in civil or even criminal penalties.
Payments to Government Personnel
The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country. This also applies to the making of improper payments to obtain business from commercial clients in the United States. In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. Our legal counsel can provide guidance to you in this area.
| 3 |
Waivers of These Ethical Guidelines
Any waiver of these Guidelines for executive officers or directors may be made only by the Board or a Board committee and may be promptly disclosed as required by law.
Reporting Any Illegal or Unethical Behavior
Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in
a particular situation. It is the policy of GHST not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct. Any employee may submit a good faith concern regarding questionable accounting or auditing matters or other matters without fear of dismissal or retaliation of any kind to the chairman of our Audit Committee or GHST’s legal counsel who are listed on the last page of these Guidelines. A full statement of the Company’s Whistleblower Policy for Reporting Violations, Complaints or Concerns is attached as Appendix A to this Code of Ethics.
Compliance Procedures
We must all work to ensure prompt and consistent action against violations of these Guidelines. However, in some situations it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:
| · | Make sure you have all the facts in order to reach the right solutions; we must be as fully informed as possible. |
| · | Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is. |
| · | Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem. |
| · | Discuss the problem with your supervisor. |
This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems.
Seek help from Company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, discuss it with your office manager or with a human resources officer.
You may report ethical violations in confidence and without fear of retaliation. Additionally, if your situation requires that your identity be kept confidential, your anonymity will be protected. Further, you may speak with GHST’s legal counsel on any of these matters. Under no circumstances does GHST permit or tolerate any form of retaliation against employees for good faith reports of potential ethical violations.
Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.
| 4 |
Special Policies with Respect to Certain Officers
The CEO and all financial officers, including the CFO and principal accounting officer, are bound by the provisions set forth above including those relating to ethical conduct, conflicts of interest and compliance with law. In addition, the CEO, CFO and any other financial officers and employees are subject to the following additional specific policies:
| · | The CEO, CFO and all financial officers and employees are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by GHST with the Securities and Exchange Commission. Accordingly, it is the responsibility of the CEO, CFO and each financial officer or employee promptly to bring to the attention of the Board or the Audit Committee any material information of which he or she may become aware that affects the disclosures made by GHST in its public filings or otherwise assist the Board and the Audit Committee, in fulfilling their responsibilities. |
| · | The CEO, CFO and each financial officer or employee shall promptly bring to the attention of the Board and the Audit Committee, any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect GHST’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in GHST’s financial reporting, disclosures or internal controls. |
| · | The CEO, CFO and each financial officer and employee shall promptly bring to the attention of our legal counsel or the CEO and to the Audit Committee any information he or she may have concerning any violation of these Guidelines, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in GHST’s financial reporting, disclosures or internal controls. |
| · | The CEO, CFO and each financial officer and employee shall promptly bring to the attention of GHST’s legal counsel or the CEO and to the Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to GHST and the operation of its business, by GHST or any agent thereof, or of violation of these Guidelines or of these additional special policies and procedures. |
The Board shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of these Guidelines or these additional special procedures by the CEO, CFO and GHST’s financial officers and employees. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to these Guidelines and to these additional special procedures, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.
| 5 |
To insure your confidentiality, we have supplied the cell phone numbers of our Chief Executive Officer, Chief Financial Officer, Chairman of our Board of Directors, Chairman of our Audit Committee and legal counsel including their personal email addresses.
President and Chairman of the Board:
Esterino Castellazzi
Email: castellazzi@ghstworld.com
Chief Executive Officer:
Edoardo Riboli
Email: ebertiriboli@gmail.com
Outside Legal Counsel:
Michael D. Harris, Esq.
Nason, Yeager, Gerson, Harris & Fumero, P.A.
Cell: (561) 644-2222
Direct: (561) 471-3507
Email: mharris@nasonyeager.com
[Signature page follows]
| 6 |
I acknowledge that I have read and understand these Guidelines and agree to abide by the Company’s Code of Ethics.
| Dated: | |||
| Signature | |||
| Print Name |
| 7 |
Appendix A
GHST WORLD INC.
_______________________
Whistleblower Policy for Reporting Violations, Complaints or Concerns
| I. | Policy Statement |
GHST World Inc. (the “Company”) has established a Code of Ethics (the “Guidelines”) to help our employees comply with the law and regulations applicable to our business and to maintain the highest standards of ethical conduct. This Whistleblower Policy for Reporting Violations, Complaints or Concerns (this “Policy”) is meant to supplement the Guidelines by encouraging employees to report any suspected violations or concerns as to compliance with laws, regulations, the Guidelines or other Company policies, or any complaints or concerns regarding the Company’s accounting, internal accounting controls, or auditing matters, or any concerns regarding any questionable accounting or auditing matters.
| II. | Obligation to Report Suspected or Actual Violations; Anonymous Reporting |
| A. | Reporting Generally |
It is every employee’s obligation to report suspected or actual violations of laws, government rules and regulations, or the Guidelines or other Company policies. Employees must report any suspected violations of the laws and rules that govern the reporting of the Company’s financial performance, and any complaint or concern regarding the Company’s accounting, internal accounting controls, or auditing matters, or any concerns regarding any questionable accounting or auditing matters.
Employees can report any such matters directly to his or her supervisor or manager or by the procedures set forth below. As noted below, supervisors and managers are required to report to the Chief Executive Officer, the Chief Financial Officer and/or our Board or Audit Committee Chairman (who are identified in the Guidelines) any time they receive a report of a concern about our compliance with laws, the Guidelines or other Company policy, any notice of any suspected wrong-doing by any Company employee, officer or director, any complaint or concern about the Company’s accounting, internal accounting controls, or auditing matters, or any concerns regarding any questionable accounting or auditing matters.
| B. | Anonymous Reporting |
Alternatively, if you wish to report any such matters anonymously, you may do so as follows: mail a description of the suspected violation or other complaint or concern to our outside legal counsel:
Michael D. Harris, Esq.
Nason, Yeager, Gerson, Harris & Fumero, P.A.
3001 PGA Boulevard, Ste. 305
Palm Beach Gardens, FL 33410
Email: mharris@nasonyeager.com
| III. | Treatment and Retention of Complaints and Reports |
Each supervisor and manager shall report any suspected violation, concern or complaint reported to such person by employees or other sources to the Chief Executive Officer, the Chief Financial Officer and/or the Board or Audit Committee Chairman to assure proper treatment and retention of complaints, concerns or notices of potential violations. In addition, employees should take note that persons outside the Company may report complaints or concerns about suspected violations, or concerns regarding internal accounting controls, accounting or auditing matters. These concerns and complaints should be reported immediately on receipt to the Chief Executive Officer, the Chief Financial Officer and/or the Board or Audit Committee Chairman.
| 8 |
Supervisors and managers as well as the Chief Executive Officer, the Chief Financial Officer and the Board or Audit Committee Chairman shall promptly consider the information, reports or notices received by them under this Policy or otherwise. Each person shall take appropriate action, including investigation as appropriate, in accordance with the law, governmental rules and regulations, the Guidelines and otherwise consistent with good business practice.
Upon a report to the Chief Executive Officer, the Chief Financial Officer and/or the Board or Audit Committee Chairman, all notices or reports of suspected violations, complaints or concerns received pursuant to this Policy shall be recorded in a log, indicating the description of the matter reported, the date of the report and the disposition thereof, and the log shall be retained with the Company’s documents. This log shall be maintained by the Chief Executive Officer.
| IV. | Statement of Non-Retaliation |
It is a federal crime for anyone to retaliate intentionally against any person who provides truthful information to a law enforcement official concerning a possible violation of any federal law. Moreover, the Company will not permit any form of intimidation or retaliation by any officer, employee, contractor, subcontractor or agent of the Company against any employee because of any lawful act done by that employee to:
| · | provide information or assist in an investigation regarding any conduct which the employee reasonably believes constitutes a violation of laws, rules, regulations, the Guidelines, or any Company policies; or |
| · | file, testify, participate in, or otherwise assist in a proceeding relating to a violation of any law, rule or regulation. |
Any such action is a violation of Company policy and should be reported immediately under this Policy.
| V. | Statement of Confidentiality |
The Company will, to the extent reasonably possible, keep confidential both the information and concerns reported under this Policy, and its discussions and actions in response to these reports and concerns. In the course of its investigation, however, the Company may find it necessary to share information with others on a “need to know” basis.
| VI. | Notice of Immunity under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016. |
An employee will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that:
(a)is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or
(b)is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
If an employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, such employee may disclose the Company’s trade secrets to the employee’s attorney and use the trade secret information in the court proceeding if the employee:
(a)files any document containing the trade secret under seal; and
(b)does not disclose the trade secret, except pursuant to court order.
9
EXHIBIT 19.1
MEMORANDUM
TO:GHST World, Inc.
FROM:Nason Yeager Gerson Harris & Fumero, P.A.
RE:Insider Trading Policy
We believe that the best way to protect GHST World, Inc. (the “Company”) and its executive officers, directors and employees from potential liability from the insider trading under the federal securities laws is to adopt and implement and enforce a clear policy that defines insider trading and prohibits all employees, officers, directors and other individuals who are aware of Material Non-Public Information (as defined beginning at page 5) from trading in the Company’s securities or providing Material Non-Public Information to other persons who may trade on the basis of that information.
Engaging in securities transactions on the basis of Material Non-Public Information or the communication of such information to others who use it in securities trading violates the federal securities laws. Such violations are likely to result in harsh consequences for the individuals involved including exposure to investigations by the Securities and Exchange Commission (“SEC”), criminal and civil prosecution, and disgorgement of any profits realized or losses avoided and penalties three times any profits gained or losses avoided. Insider trading violations expose the Company, its management, and other personnel acting in supervisory capacities to potential civil liabilities and penalties for the actions of employees under their control who engage in insider trading violations.
This Memorandum constitutes the Company’s implementation and the requirements of the Policy and sets forth procedures to assure that Material Non-Public Information will not be used by Insiders (as defined below) in securities transactions and that the confidentiality of such information will be maintained. Strict compliance with these policies and procedures is expected of all Insiders, including members of their households, and any infringement thereof may result in sanctions, including termination of office or employment.
I. The Statement of Policy
A. Who Does This Policy Apply To?
“Insiders” are directors, officers and all employees of the Company. Additionally, the following persons may also be subject to the restrictions contained in this Policy (i) members of any subsidiary’s Board of Directors; (ii) the Company’s independent contractors and consultants; and (iii) other persons associated with the Company and its subsidiaries who receive or have access to Material Non-Public Information. As an Insider this Policy applies to you. The same restrictions that apply to you, also apply to your family members who reside with you, anyone else who lives in your household and any family members who do not live in your household but whose transactions in Company securities are directed by you or are subject to your influence or control. You are responsible for making sure that the purchase or sale of any security covered by this Policy by any such person complies with this Policy.
| 1 |
Please note that certain restrictions and requirements under this Policy are applicable to only certain individuals. The Blackout Periods apply to officers, directors, consultants in the finance/accounting department and any other employee at the vice president level or above who are notified by the Compliance Officer. The Event-Specific Trading Restriction Periods apply to all directors, officers and the persons designated by the Chief Executive Officer or the Compliance Officer. Additionally, the pre-clearance requirements apply to our officers, directors, and employees in the finance/accounting department, any other employee at the vice president level or above and others who are uniquely situated to know of material financial or other information and are given notice in writing from an officer. If you have any doubt regarding whether you fall within these category, please contact the Compliance Officer. For purposes of this Policy, our Compliance Officer is the Chairman or in his absence the Chief Executive Officer.
All Insiders are expected to maintain the confidentiality of Non-Public Material Information. Disclosure of such information to any individual outside of the Company, whether or not in the form of a recommendation to purchase or sell the securities of the Company, is prohibited and may be criminal. If anyone becomes aware of a leak of Material Non-Public Information, whether inadvertent or otherwise, they should immediately be reported to our Compliance Officer. This duty of confidentiality does not preclude an Insider from using Non-Public Material Information in connection with such person’s duties to the Company.
As a general policy, the Company and all Insiders shall follow all laws, rules and regulations relating to Insider trading. This includes Regulation FD which provides that selective disclosure of Material Non-Public Information is generally illegal.
B. What are the Prohibited Activities?
| · | No Trading Based on Material Non-Public Information. The Policy prohibits trading based on Material Non-Public Information. The SEC will presume that if you are in possession of Material Non-Public Information, your trading is based on it. |
| · | No Trading in Other Corporations. You may not trade in the securities of any other company if you are aware of Material Non-Public Information about that company which you obtained in the course of your employment with the Company. |
| · | No Tipping. You may not pass Material Non-Public Information on to others or recommend to anyone the purchase or sale of any securities when you are aware of such information. This practice known as “tipping,” also violates the securities laws and can result in the same civil and criminal penalties that apply to insider trading, even though you did not trade and did not gain any benefit from another’s trading. While the law is developing in this area, the Policy prohibits the disclosure of Material Non-Public Information in the same manner as other Company policies protect its confidential information. |
| · | Social Media. Social Media including Facebook, Twitter and Instagram are public communications. The prohibition against using Material Non-Public Information in this Memorandum applies to using any form of social media. Further, without approval from our Chief Executive Officer or Compliance Officer, no one shall use social media on behalf of the Company. |
| · | Expert Networks. A new phenomenon called Expert Networks has developed over the last number of years. Essentially Expert Networks are consulting companies formed for the purpose of gathering information from employees of public companies and then selling the information to hedge funds. The law is evolving and the line between immaterial and material information is often blurred. However, it is the Company’s policy that Insiders may not speak or otherwise communicate with third parties about the Company’s business unless it is part of their duties as an Insider. For example, our officers may discuss information about the Company that is not Material Non-Public Information in order to generate business or develop partnerships. |
| 2 |
| · | No Dissemination of Material Non-Public Information. You should not discuss any confidential information within the hearing range of outsiders, including friends and relatives. It is particularly important to exercise care and refrain from discussing Material Non-Public Information in public places such as elevators, trains, taxis, airplanes, lavatories, restaurants, or other places where the discussions might be overheard. |
| · | No Short-Term Trading. No Insider who purchases Company securities in the open market may sell any Company securities of the same class during the 30 days following the purchase. Executive officers and directors must wait more than six months to buy or sell after an offsetting or opposite way transaction. |
| · | Short Sale Transactions. No Insider may engage in short sales of the Company’s securities. Short sales are the sale of securities which the seller does not own. The seller is speculating that the price will fall, in the hope of later purchasing the same number of securities at a lower price, thereby making a profit. An Insider who bets against the Company sends an alarming signal to his or her broker. In addition, Section 16(c) of the Securities Exchange Act of 1934 prohibits officers and directors from engaging in short sales. |
| · | Hedging Transactions. No Insider may enter into a hedging transaction. When an Insider engages in this type of transaction, this Insider may no longer have the same objectives as the Company’s other stockholders. |
| · | Margin Accounts and Pledges. No Insider may hold Company securities in a margin account or pledge Company securities as collateral for a loan. |
C. What Transactions Does this Policy Apply To?
| · | Personal Transactions. This Policy applies to your personal transactions and those indirectly through a spouse, friend, corporation or other entity. |
| · | Types of Securities. Purchases and sales of stock, derivative securities such as put and call options and convertible notes or preferred stock. |
| · | Stock Options/Warrants. This Policy applies to: (i) any sale of stock as part of a broker-assisted cashless exercise of options or warrants, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option or warrants and (ii) any sale of common stock received upon exercise of options or warrants. |
| · | Former Insiders. This Policy continues to apply to former Insiders in possession of Material Non-Public Information at the time their status as an Insider terminates. No former Insider may trade Company securities until that information has become public or is no longer material. |
D. Rule 10b5-1 Plans as an Exception
The restrictions outlined above shall not prohibit transfers of Company securities made pursuant to a written contract, letter of instruction or plan that (a) complies with the requirements of Rule 10b5-1 (a “Plan”) and (b) complies with all of the following:
| · | Review and Approve the Proposed Arrangement in Advance. The Company will require all Plans to be in writing and submitted to the Company for approval prior to any transactions under the Plan. This will allow the Company to ensure that each Plan is in compliance with the requirements of Rule 10b5-1 and Company policies with regard to lock-up agreements, among other items, allowing the individual to conduct transactions under the Plan without preclearance by the Company. Because of recent concerns arising from possible abuses of Plans, the Company may require evidence that the party exercising trading authority has no personal or substantial business relationship with the Insider. The Blackout Periods and Event-Specific Trading Restrictions do not apply to transactions conducted pursuant to a Plan. If you are subject to and within either a Blackout Period or Event Specific Trading Restriction period, you may not enter into, modify or terminate a Plan. |
| 3 |
| · | Add Additional Safeguards. It is essential that the Company ensure that there is no Material Non-Public Information that the Insider has knowledge of that has not been publicly disclosed at the time the Plan is adopted. In addition, if the Plan is going to be modified or terminated, notice must immediately be given to the Company and all transactions effected pursuant to the Plan must cease. Any change to an approved Plan will necessitate submission of the revised Plan to the Company for review and approval before transactions may resume. |
| · | Consider a Public Announcement. On a case by case basis, the Company will consider whether a public announcement in connection with each Plan under Rule 10b5-1 is appropriate. |
| · | Establish Procedures with Third Parties. In order to ensure that a Plan complies with Rule 10b5-1 in all respects, the Company will set up procedures with the parties handling the transactions under the Plan, including reminding them of the need to file Form 144s and Form 4s (where applicable). |
Any involvement by the Company and its counsel in reviewing a 10b5-1 Plan does not constitute approval or legal advice.
E. What is Material Non-Public Information?
Material Information
What is “material” is often difficult to evaluate and is always judged in hindsight. Generally, information is material if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, hold or sell a security. Both positive and negative information can be considered material. While it is not possible to define all categories of material information, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material. Examples of such information include:
| · | News relating to new agreements or revenue events |
| · | Updates on the Company’s technology including the operation of its new authenticators |
| · | Financial results |
| · | Projections of future earnings or losses or other earnings guidance |
| · | News of a pending or proposed merger or an acquisition or disposition of significant assets |
| · | Gain or loss of a substantial customer or supplier |
| · | Stock splits |
| · | New equity or debt offerings |
| · | Significant litigation exposure due to actual or threatened litigation |
| · | Major changes in management |
| · | Important changes in the Company’s business |
| · | Impending bankruptcy or financial liquidity problems |
Non-Public Information
Non-public information is information that has not been disclosed to the general public and is not available to the general public. For most companies including the Company, disclosure on its website is still not considered public by the SEC. One common misconception is that material information loses its “non-public” status as soon as a press release is issued. Non-public information will generally be deemed to be public when (i) it is filed with the SEC or a press release is issued and the public has had a period of time (as much as 24 hours) to fully absorb the information.
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F. Blackout Periods/Event-Specific Trading Restriction Periods
Blackout Periods for All Employees and Insiders
All officers, directors, employees and certain consultants in the finance/accounting department are prohibited from trading in the Company’s securities during certain “Blackout Periods.” The Company will notify consultants if they are subject to the Blackout Periods.
The four Blackout Periods begin on the 16th day of the last month of each fiscal quarter and end one day following the Company’s issuance of its quarterly (or annual) earnings release or the filing of the Company’s financial statements with the SEC if no earnings release is issued (an “Earnings Announcement”).
Example: If the quarter ends on June 30th, the Blackout Period begins after the market closes on June 15th (or prior trading day if the 15th is not a trading day) and all trading of the Company’s securities by Insiders must cease until an Earnings Announcement is released. If the Earnings Announcement is made after the market close on August 14th, the Blackout Period would end at the market opening on August 16th. Therefore, your Trading Window (when you can trade) for a quarter ending June 30th, in this example, would begin August 16th (or the next trading day) and would end after the market close on September 15th (or the prior trading day as explained above).
The Company reserves the right to shorten or close the Trading Window without prior notice.
Event Specific Blackout Periods
From time to time, an event may occur that is material to the Company and is known by only a few directors, officers and/or employees. So long as the event remains material and nonpublic, all directors, officers and the persons designated by the Chief Executive Officer or the Compliance Officer may not trade Company common stock. In addition, the Company’s financial results may be sufficiently material in a particular fiscal quarter that, in the judgment of the Compliance Officer, designated persons should refrain from trading in Company common stock even sooner than the typical Blackout Period described above. In that situation, the Compliance Officer may notify these persons that they should not trade in the Company’s common stock, without disclosing the reason for the restriction. During a Blackout period, gifts to family members and trust controlled by the Insider are permissible since such parties are subject to the Policy.
The existence of an event-specific trading restriction period or extension of a Blackout Period will not be announced to the Company as a whole, and should not be communicated to any other person. Even if the Compliance Officer has not designated you as a person who should not trade due to an event-specific restriction, you should not trade while aware of Material Non-Public Information. Exceptions will not be granted during an event-specific trading restriction period.
G. Preclearance
Due to the Company’s size, preclearance is required for all Insiders. Of course, family members of any of these people require preclearance. A request for preclearance must be submitted to the Compliance Officer on the form attached to this Policy as Exhibit A at least two days in advance of the proposed transaction. Preclearance requires the approval of the Compliance Officer and our SEC counsel. If your trade is pre-cleared by the Compliance Officer, the transaction must be effected within five trading days. If the transaction is not effected within that time period will be subject to pre-clearance again.
The responsibility for determining whether the Insider has Material Non-Public Information rests with the Insider, and preclearance of the transaction does not constitute legal advice and does not in any way insulate the Insider from liability under the securities laws. For executive officers and directors, preclearance permits our legal counsel to review the proposed trade to ascertain if there is any possible violation of the short-swing trading rules.
| 5 |
H.Compliance and Company Assistance
The Company is indebted to all Insiders who have helped to make the Company successful and is appreciative of all efforts on its behalf. To protect the Company and its shareholders, it is necessary to implement the foregoing Policy. The Company appreciates your continued cooperation and support in this effort.
You should remember that the ultimate responsibility for adhering to this Policy and avoiding improper trading rests with you. If you violate this Policy, the Company may take disciplinary action, including dismissal for cause. Each of you should sign one copy of this Policy and return it to the Company acknowledging that you have read and understand it. If anyone has any questions or wants to have an office conference concerning the issues raised by this Policy, please contact the Compliance Officer.
I.Transactions with the Company
While there can be no anti-fraud issues with transactions with an issuer since there is no deception or breach of duty, because of optics, transactions of an Insider with the Company may be permitted if precleared. An examples is the cashless exercise of an option granted by the Company.
J.Annual Update
On annual basis (as well as initially with all new employees or significant consultants), this Policy will be distributed to all recipients who will be asked to acknowledge receipt in writing.
| 6 |
I acknowledge that I have read and understand this Memorandum and to abide by the Company’s Policy on stock trading.
| Dated: | |||
| Signature | |||
| Print Name |
| 7 |
Exhibit A
REQUEST FOR PRECLEARANCE OF
PURCHASE OR SALE OF SECURITIES
| Name: | ||
| Date: |
| Proposed Transaction: | o | Purchase of Stock | ||||
| o | Sale of Stock | |||||
| o | Exercise of Options | o | Incentive Stock Options | |||
| o | Non-Qualified Options | |||||
| o | Exercise of Warrants | |||||
| Date of Grant of Options, Warrants or Other Securities: | ||||||
| o | Other [Please explain] | |||||
| Number of Shares/Options: | ||
| Date of Proposed Transaction: |
1. Have you made purchase(s) of GHST World, Inc. (the “Company”) stock within the last six months?
| o Yes o No |
If so, please complete:
| Date(s) of Purchase(s): | No. of Shares: | |||||
2. Have you made sales of the Company’s stock within the last six months?
| o Yes o No |
If so, please complete:
| Date(s) of Sale(s): | No. of Shares: | |||||
3. Have you made exercises or conversions of the Company’s options/warrants or other securities of the Company within the last six months?
| o Yes o No |
| 1 |
If so, please complete:
| Date(s) of Exercise(s): | No. of Options: | |||||
4. Have you received grants of the Company’s options/warrants or other securities of the Company within the last six months?
| o Yes o No |
If so, please complete:
| Date(s) of Grant(s): | No. of Options: | |||||
In consideration of this approval, I affirm that I am not in possession of Material Non-Public Information.
________________________________
| Request Approved: | o Yes o No |
| If Denied, Reason: | |
| Date: ___________ | |
| Esterino Castellazzi, Chairman | |
| Michael D. Harris, Esq. |
2
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Edoardo Riboli, certify that:
1. I have reviewed this annual report on Form 10-K of GHST World Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 13, 2023
| /s/ Edoardo Riboli |
|
Edoardo Riboli Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2(a)
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Marcello Appella, certify that:
1. I have reviewed this annual report on Form 10-K of GHST World Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 13, 2023
| /s/ Marcello Appella |
|
Marcello Appella Chief Financial Officer (Principal Financial Officer) |
Exhibit 31.2(b)
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Paolo Sangiovanni, certify that:
1. I have reviewed this annual report on Form 10-K of GHST World Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 13, 2023
| /s/ Paolo Sangiovanni |
|
Paolo Sangiovanni Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of GHST World Inc. (the “Company”) on Form 10-K for the fiscal year ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof, I, Edoardo Riboli, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The annual report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and |
| 2. | The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Edoardo Riboli |
|
Edoardo Riboli Chief Executive Officer (Principal Executive Officer) |
Dated: October 13, 2023
In connection with the annual report of GHST World, Inc. (the “Company”) on Form 10-K for the fiscal year ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof, I, Marcello Appella, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The annual report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and |
| 2. | The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Marcello Appella |
|
Marcello Appella Chief Financial Officer (Principal Financial Officer) |
Dated: October 13, 2023
In connection with the annual report of GHST World, Inc. (the “Company”) on Form 10-K for the fiscal year ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof, I, Paolo Sangiovanni, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The annual report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and |
| 2. | The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Paolo Sangiovanni |
|
Paolo Sangiovanni Chief Financial Officer (Principal Financial Officer) |
Dated: October 13, 2023