GHST 10-Q/A
GHST World Inc. (GHST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
FORM
For the quarterly period ended
Or
For the transition period from ___________ to ___________
Commission file number:
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| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
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| (Address of principal executive offices) | (Zip Code) |
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Securities registered pursuant to Section 12(b) of the Act: None
Indicate by checkmark whether the registrant has
(1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act..
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard
provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
As of May 11, 2023, the issuer had shares of its common stock, $0.001 par value per share, outstanding.
Explanatory Note
This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 (the “Form 10-Q”) of GHST World Inc. (the “Company”), as filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2023. The Company is filing this Amendment to (i) correct various financial data in the financial statements contained in Part I. – Item 1 – Financial Information, particularly accumulated deficit and total stockholders’ deficit in the Consolidated Balance Sheet as of June 30, 2022, General and administrative expenses, depreciation and amortization, total operating expenses, Net Loss and Weighted average number of common shares outstanding in the Consolidated Statement of Operations for the three months ended March 31, 2023, and Cash Flows from Financing Activities in the Consolidated Statement of Cash Flows for the nine months ended March 31, 2022, together with changes to Note 7 – Stockholders’ Equity and Note 9 – Subsequent Events in the footnotes to such financial statements, (ii) include in Part I. - Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – in the Form 10-Q which section was excluded from the original filing, (iii) correct the number of shares outstanding as of May 11, 2023 reflected on the cover page, (iv) correct Part I – Item 4 – Controls and Procedures to refer to the period ended March 31, 2023, and (v) add disclosure to Part II under Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds and Item 5 – Other Information. Each of these discrepancies resulted from an error made by the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) filing agent in the submission of the original filing of the Form 10-Q with the SEC’s EDGAR system.
In addition, the Exhibit Index in Item 6 of Part II of the Form 10-Q is hereby amended and restated in its entirety and currently dated certifications required under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment.
The Form 10-Q as amended hereby continues to speak as of the date on which the Form 10-Q was initially filed, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the initial filing of the Form 10-Q other than as expressly indicated in this Amendment.
TABLE OF CONTENTS
| Page | ||
| PART I - Financial Information | ||
| Item 1 | Financial Statements | 1 |
| Consolidated Balance Sheets – As of March 31, 2023 (Unaudited) and June 30, 2022 | 1 | |
| Consolidated Statements of Comprehensive Loss (Unaudited) – For the Three and Nine Months Ended March 31, 2023 and 2022 | 2 | |
| Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) – For the Three and Nine Months Ended March 31, 2023 and 2022 | 3 | |
| Consolidated Statements of Cash Flows (Unaudited) – For the Nine Months Ended March 31, 2023 and 2022 | 4 | |
| Condensed Notes to Consolidated Financial Statements (Unaudited) | 5 | |
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 9 |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 11 |
| Item 4 | Controls and Procedures | 12 |
| Part II - Other Information | ||
| Item 1 | Legal Proceedings | 13 |
| Item 1A | Risk Factors | 13 |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
| Item 3 | Defaults Upon Senior Securities | 13 |
| Item 4 | Mine Safety Disclosures | 13 |
| Item 5 | Other Information | 13 |
| Item 6 | Exhibits | 14 |
| Signatures | 15 | |
| i |
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GHST World Inc.
Consolidated Balance Sheets
| March 31, 2023 | June 30, 2022 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Total Current Assets | ||||||||
| Other assets | ||||||||
| Patent costs, net | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Advances from related parties | $ | |||||||
| Common stock payable | ||||||||
| Total Current Liabilities | ||||||||
| Commitments and Contingencies (Note 8) | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock, $ par value; shares authorized; | ||||||||
| Series A, shares issued and outstanding | ||||||||
| Series B, shares issued and outstanding | ||||||||
| Common stock, $ par value, shares authorized; and shares issued at March 31, 2023 and June 30,2022 | ||||||||
| 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.
| 1 |
GHST World Inc.
Consolidated Statements of Operations
(Unaudited)
| For the Three Months Ended March 31 | For the Nine Months Ended March 31 | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Product development costs | ||||||||||||||||
| Depreciation and Amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Other Income(expense): | ||||||||||||||||
| Interest Expense | ( | ) | ||||||||||||||
| Loss on change in fair value of debts | ( | ) | ||||||||||||||
| Impairment of long-lived assets | ( | ) | ||||||||||||||
| Total Other Income (expense) | ( | ) | ( | ) | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per common share | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common shares outstanding | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 2 |
GHST World Inc.
Consolidated Statement of Changes in Stockholders' Equity (Deficit)
For the Three and Nine Months Ended March 31, 2023, and 2022
(Unaudited)
| Preferred Stock Series A | Preferred Stock Series B | Common Stock $0.001 Par Value | Additional Paid in | Accumulated | Total Stockholders' | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||
| Balance December 31,2021 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Issuance of common stock in exchange for debt | — | $ | — | |||||||||||||||||||||||||||||||||
| Issuance of common stock for cash | ||||||||||||||||||||||||||||||||||||
| Net loss for the three months ended March 31, 2022 | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance March 31, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Balance June 30, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Issuance of common stock in exchange for debt | — | — | ||||||||||||||||||||||||||||||||||
| Issuance of common stock for cash | ||||||||||||||||||||||||||||||||||||
| Net loss for the nine months ended March 31, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance March 31, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Balance December 31,2022 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Issuance of common stock for cash | — | — | ||||||||||||||||||||||||||||||||||
| Net loss for the three months ended March 31, 2023 | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance March 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Balance June 30, 2022 | ( | ) | ||||||||||||||||||||||||||||||||||
| Issuance of common stock for cash | — | — | ||||||||||||||||||||||||||||||||||
| Net loss for the nine months ended March 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance March 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 3 |
GHST World Inc.
Consolidated Statements of Cash Flows
(Unaudited)
| For the Nine Months Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Loss on change in fair value of debt | ||||||||
| Impairment of long-lived assets | ||||||||
| Amortization | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Patent costs | ( | ) | ||||||
| Net Cash Used In Investing 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 period | ||||||||
| Cash - end of period | $ | $ | ||||||
| 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.
| 4 |
GHST WORLD, INC.
Condensed Notes to Consolidated Financial Statements
March 31, 2023 and June 30, 2022
(Unaudited)
NOTE 1- ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
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.
Basis of Presentation
The interim unaudited financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. In management's opinion, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly our results of operations and cash flows for the three and nine months ended March 31, 2023 and 2022, and our financial position as of March 31, 2023, have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.
Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these interim unaudited financial statements should be read in conjunction with the financial statements and notes thereto for the year ended June 30, 2022.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Liquidity and Going Concern
The financial statements have been prepared on a going
concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business
for the foreseeable future. The Company had net losses of $
Management believes these conditions raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. The ability to continue as a going concern is dependent upon profitable future operations, positive cash flows, and additional financing. These financial statements do not include any adjustments related to the recovery and classification of recorded asset amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
Management intends to raise money through investors as needed to support its working capital needs. Currently the Company intends to raise capital from its existing shareholders. 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 inactive wholly owned subsidiaries:
| · | GHST Art World, Inc |
| · | GHST Sport Inc. |
| · | IoTT world Inc. |
All intercompany balances and transactions have been eliminated in consolidation.
| 5 |
GHST WORLD, INC. Condensed Notes to Consolidated Financial Statements March 31, 2023 and June 30, 2022 (Unaudited) |
Concentration of Credit Risk
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.
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 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.
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. |
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 no assets or liabilities that are measured at fair value on a recurring and/or non-recurring during the nine months ended March 31, 2023 and 2022.
| 6 |
GHST WORLD, INC. Condensed Notes to Consolidated Financial Statements March 31, 2023 and June 30, 2022 (Unaudited) |
Intangible Assets
The Company capitalizes external costs, such as filing fees and associated attorney 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.
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.
| 7 |
GHST WORLD, INC. Condensed Notes to Consolidated Financial Statements March 31, 2023 and June 30, 2022 (Unaudited) |
The Company applies the fair value method of ASC 718, Share Based Payment, in accounting for its stock-based compensation. This accounting standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period, if any. As the Company does not have sufficient, reliable, and readily determinable values relating to its common stock, the Company has used the stock value pursuant to its most recent sale of stock for purposes of valuing stock-based compensation.
Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common shares outstanding for the period, and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive.. The Company had potentially dilutive securities outstanding for the three and six months ended March 31, 2023 or 2022.
Recent Accounting Pronouncements
There are no other 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 September 30, 2022, the Company’s
management determined that the carrying value of the assets are impaired as there has been no third-party sales of such art work
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 patent dated June 30,
2020, which is a protection device used in sporting activity with the capability to monitor data from the device. The Company has
capitalized the patent costs totaling $
| Schedule of patents | ||||||||
| March 31, 2023 | June 30, 2022 | |||||||
| Patents | $ | $ | ||||||
| Accumulated amortization | ||||||||
| Patents, net | $ | $ | ||||||
| 8 |
GHST WORLD, INC. Condensed Notes to Consolidated Financial Statements March 31, 2023 and June 30, 2022 (Unaudited) |
NOTE 5 – COMMON STOCK PAYABLE
The Company has an agreement with certain
investors to convert their investment into common stock of the Company at a price equal to the average value of the stock over the
previous six months. The conversion was contingent on the Company effectuating a
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 classified as common stock payable.
NOTE 6 – RELATED PARTY TRANSACTIONS
At March 31, 2023 and June 30, 2022, the
Company owed related parties a total of $
As shown in Note 5, the Company has committed to
converting certain debts to equity. Included in the debts is $
NOTE 7 – STOCKHOLDERS’ EQUITY
Common Stock Issuances
During the nine months ended March 31, 2023, the Company issued
shares 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 March 31, 2023, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the result of our operations.
On February 7, 2023, the Company entered into an agreement with a vendor
to develop the technology associated with the Company’s patent for shin guards used in sports. The contract was for $
NOTE 9 – SUBSEQUENT EVENTS
The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements were issued for potential recognition or disclosure. Other than below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. In April 2023 the Company formed a new wholly-owned subsidiary, InSSIDe World, Inc.
| 9 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Overview
We are a holding company for various technology and related activities. As of the date of this Quarterly Report on Form 10-Q (this “Report”), our principal business strategy is seeking to exploit a patent and obtain and exploit future patents for the Smart Shin Guard. The Smart Shin Guard is a wearable protective device used while playing soccer and certain other sports combined with data collection and analysis technology that monitors players’ individual and collective physical and performance-based metrics and transmits this information to a separate module in real-time.
We have not generated any revenue and need substantial additional financing to market our services. In the fiscal year ended June 30, 2021 we filed a registration statement on Form 10 with the SEC, which became effective May 8, 2021 (the “Form 10”), pursuant to which we became subject to the periodic and current reporting requirements under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”).
Recent Developments
On March 10, 2023, we terminated our agreement with Hemar AG, which agreement provided for the development of artificial intelligence capabilities for our Smart Shin Guard product. We are currently seeking vendors to further develop the Smart Shin Guard with the goal of marketing the product later in 2023. 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.
In April 2023, the Company incorporated InSSIDe World Inc., a Florida corporation and wholly-owned subsidiary of the Company, as a development-stage business which is intended to be focused on intelligence, security, strategic infrastructure and defense.
Results of Operations
The following discussion should be read in conjunction with the financial statements and notes thereto included elsewhere in this report.
Fiscal Quarter Ended March 31, 2023 Compared to the Fiscal Quarter Ended March 31, 2022
We had no revenues in the three months ended March 31, 2023 and 2022, and we sustained net losses of $22,884 and $23,948, respectively, in those periods. During the three months ended March 31, 2023 and 2022, expenses consisted primarily of general and administrative expenses, including professional fees for legal and financial services. The decline in operating expenses related to termination of our previous agreement with Hemar AG, although we are in discussions with prospective new AI vendors to further develop our Smart Shin Guard Product.
Nine Months Ended March 31, 2023 Compared to the Nine Months Ended March 31, 2022
We had no revenues in the nine months ended March 31, 2023 and 2022, and we sustained net losses of $207,446 and $116,615, respectively, in those periods.
Our total operating expenses were $92,446 and $114,765 during the nine months ended March 31, 2023 and 2022, respectively reflecting a decrease in general and administrative expenses of $14,747 between periods, partially offset by the lack of product development costs in the 2023 period compared to $10,569 of such costs in the 2022 period.
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 was previously delayed due to COVID-19 impacts on our development efforts and on league play which adversely affected our product development capabilities. We may encounter further delays, as we terminated our prior agreement to develop certain technology related to our Smart Shin Guard, and our currently in search of collaboration partners and strategic alliances and transactions to further advance our products and advance our business.
We also may encounter difficulties commercializing our product(s) in the future based on supply chain issues, inflation and adverse market conditions which may result. In order to become profitable, we will need to 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.
| 10 |
Liquidity and Capital Resources
Net Cash used by Operating Activities:
For the nine months ended March 31, 2023, the Company used net cash of $88,339 in operating activities as compared to $113,701 for the nine months ended March 31, 2022. The decrease in cash used from operations was primarily due to a one-time impairment of long-lived assets of $115,000 in the 2023 period related to previously purchased art work, with no related item in in the 2022 period, partially offset by decrease in professional fees and compliance costs in the 2023 period. We anticipate sustained or increased operational expenses as we transition our focus from product development to production and marketing efforts, which is expected to begin later in 2023 assuming our product development goals are met and testing yields satisfactory results. We also may experience higher costs as we pursue new potential business ventures, such as any new business we may pursue through InSSIDe World Inc. as described above, and potentially other business pursuits.
Cash Used in Investing Activities:
For the nine months ended March 31, 2023 and 2022, the Company used $4,178 and $0 in investing activities.
Cash Flows from Financing Activities:
Cash flows provided by financing activities for the nine months ended March 31, 2023 were $92,850 compared to $106,713 for the nine months ended March 31, 2022. The difference between periods is primarily attributable to subscriptions for common stock totaling $30,525 in the 2022 period compared to $74,934 in the 2023 period, partially offset by a decrease in advances from related parties in the 2023 period when compared to the prior period.
Liquidity
We have $539 in available cash as of March 31, 2023 and for the past two years we have been relying on loans from our current investors and related parties and proceeds from sales of our common stock to fund our operations. As reflected in the financial statements contained in this Report, management has expressed substantial doubt about our ability to continue as a going concern for the next 12 months from the date the financial statements were issued, unless we can raise the required capital or generate material revenue to fund our operations.
The Company expects to continue to use a portion of the authorized but unissued shares to raise capital and/or to convert previous loans made to the Company. During the three months ended March 31, 2023, the Company sold 33,333 shares of common stock at a purchase price of $0.06 per share, for total gross proceeds of $2,000.
Cautionary Note Regarding Forward Looking Statements
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the development of the Smart Shin Guard and plans to begin commercializing the product in 2023, the planned operation of InSSIDe World Inc. as a development-stage business with a focus on intelligence, security, strategic infrastructure and defense, our pursuit of other strategic partnerships and business opportunities to enhance of product offerings and operations, the implementation of our business plan and expected timelines for meeting objectives, our use of common stock in capital raising efforts and to satisfy previous advances to us, and our liquidity. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include the risks arising from the potential adverse effects of inflation, increasing interest rates in response and an economic downturn or recession which may result, which may result in declines in consumer spending particularly to non-essential products such as the Smart Shin Guard, global supply chain disruptions, shortages and delays which may adversely affect our ability to develop, manufacture and sell our products within the intended timeframes or at all, risks and uncertainties surrounding new business opportunities we pursue, and the risks summarized our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 in the section titled “Item 1A. – Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officers, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officers have concluded that our disclosure controls and procedures as of March 31, 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 SEC’s rules and forms because of a material weakness in the Company’s internal control over financial reporting. Specifically, the Company did not maintain effective controls to identify and maintain segregation of duties to support the identification, authorization, approval, accounting for, and the disclosure of related-party transactions and non-routine transactions. One individual, the Chief Executive Officer, initiates related-party transactions and non-routine transactions and also reviews, evaluates and approves these same transactions.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act that occurred during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II: OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
From time-to-time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of this Report, we are not aware of any other pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1.A – RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On February 3, 2023, the Company sold 33,333 shares of common stock at a purchase price of $0.06 per share, for total gross proceeds of $2,000.
The above transaction was exempt from registration under Section 4(a)(2) under the Securities Act of 1933 (the “Securities Act”), and under Regulation S of the Securities Act as the shares were issued in a transaction not involving a public offering or in an offshore transaction to persons who are not U.S. Persons as defined by Regulation S, and there were no directed selling efforts made in the United States.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5 - OTHER INFORMATION
On March 10, 2023, we terminated our agreement with Hemar AG, which agreement provided for the development of artificial intelligence capabilities for our Smart Shin Guard product. The agreement was previously filed as Exhibit 10.2 to our Registration Statement on Form 10-12G.
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ITEM 6 – EXHIBITS
| Incorporated by Reference |
Filed or Furnished | |||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 3.1 | Amended and Restated Certificate of Incorporation | 10-12G | 3/9/2021 | 3.1 | ||||||
| 3.2 | Certificate of Amendment to Certificate of Incorporation (Reverse Stock Split) | 10-Q | 11/15/21 | 3.2 | ||||||
| 3.3 | Certificate of Amendment to Certificate of Incorporation (Decrease in Authorized Capital) | 10-Q | 11/15/2021 | 3.3 | ||||||
| 3.4 | Certificate of Designation | 10-K | 2/18/2010 | 3.3 | ||||||
| 3.5 | Amended and Restated Bylaws | 10-12G | 3/9/2021 | 3.3 | ||||||
| 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) | Filed | ||||||||
*This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
Copies of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to GHST World Inc., 667 Madison Avenue, 5th Floor, New York, NY 10065.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GHST World Inc. | |||
| Dated: | September 1, 2023 | By: | /s/ Edoardo Riboli |
| Edoardo Riboli,Chief Executive Officer | |||
|
(Principal Executive Officer)
| |||
| Dated: | September 1, 2023 | By: | /s/ Marcello Appella |
| Marcello Appella, Chief Financial Officer | |||
|
(Principal Financial Officer)
| |||
| Dated: | September 1, 2023 | By: | /s/ Paolo Sangiovanni |
| Paolo Sangiovanni, Chief Financial Officer | |||
|
(Principal Financial Officer)
| |||
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