GHST World (GHST) flags going concern risk amid low cash and losses

Rhea-AI Filing Summary

GHST World Inc. reported a net loss of $25,587 for the quarter ended March 31, 2026, compared with a loss of $31,532 a year earlier, on quarterly revenues that fell to zero from $4,755.

For the nine months ended March 31, 2026, revenue declined to $13,852 from $55,359, while the net loss narrowed to $75,740 from $89,963 as operating expenses decreased. Cash was only $968 at period end against current liabilities of $567,830 and advances from related parties of $514,912, leaving a stockholders’ deficit of $566,862.

Management states that recurring losses, negative operating cash flow and the deficit raise “substantial doubt” about the company’s ability to continue as a going concern and estimates it must raise at least $250,000 to meet 12‑month working capital needs. After quarter‑end, a customer agreement was terminated and a $34,109 deposit, previously deferred revenue, was forfeited. Management also discloses a material weakness in internal control due to inadequate segregation of duties over related‑party and non‑routine transactions.

Positive

• None.

Negative

• Going concern risk: Management states that recurring losses, negative operating cash flows and a $566,862 stockholders’ deficit raise “substantial doubt” about GHST World’s ability to continue as a going concern without new capital.
• Severe liquidity constraints: Cash was only $968 at March 31, 2026 versus current liabilities of $567,830, with operations dependent on $514,912 of demand loans from related parties.
• Material control weakness: The company reports ineffective disclosure controls and a material weakness because one executive initiates and approves related‑party and non‑routine transactions, compromising segregation of duties.

Insights

Small-cap fundamentals analyst

GHST faces severe liquidity strain, related-party reliance and control weaknesses.

GHST World Inc. generated only $13,852 in nine‑month revenue while losing $75,740, and ended March 31, 2026 with just $968 in cash and a stockholders’ deficit of $566,862. Operations are being funded largely by related‑party advances totaling $514,912.

Management explicitly notes “substantial doubt” about the company’s ability to continue as a going concern and estimates a need to raise at least $250,000 over the next 12 months. The business is also transitioning toward solar energy projects that require substantial external financing, adding execution risk alongside the underdeveloped Smart Shin Guard product.

Control quality is another concern. The company reports a material weakness in internal control over financial reporting because the CEO both initiates and approves related‑party and non‑routine transactions, undermining segregation of duties. Subsequent to quarter‑end, termination of a customer agreement led to forfeiture of a $34,109 deposit, underscoring counterparty and project risks in its early‑stage energy activities.

Key Figures

Quarterly net loss: $25,587 Nine-month net loss: $75,740 Nine-month revenue: $13,852 +5 more

8 metrics

Quarterly net loss $25,587 Three months ended March 31, 2026

Nine-month net loss $75,740 Nine months ended March 31, 2026

Nine-month revenue $13,852 Nine months ended March 31, 2026

Cash balance $968 As of March 31, 2026

Stockholders’ deficit $566,862 As of March 31, 2026

Advances from related parties $514,912 As of March 31, 2026

Estimated capital needed $250,000 Management’s 12‑month working capital estimate

Forfeited customer deposit $34,109 Deposit forfeited on April 9, 2026 termination

Key Terms

going concern, stockholders’ deficit, deferred revenue, material weakness, +2 more

6 terms

going concern financial

"Management believes these conditions raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months"

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

stockholders’ deficit financial

"and a stockholders’ deficit of $566,862 and $491,122 as of March 31, 2026 and June 30, 2025, respectively"

Stockholders’ deficit is the situation where a company’s total liabilities exceed its total assets, so the book value attributed to shareholders is negative. Think of it like a household with more outstanding debts than the value of its house and possessions—this can signal past losses or aggressive payouts and raises the risk that shareholders may be wiped out, diluted, or face difficulty when the company needs new financing. Investors watch it as a warning about solvency and long‑term financial health.

deferred revenue financial

"Deferred revenue | | | 34,109 | | | | 37,506"

Cash a company has already received for goods or services it has promised but not yet delivered; it's recorded as a liability because the company still owes that product, service, or future revenue recognition. For investors, deferred revenue signals upcoming work or deliveries that will convert into reported sales over time and affects short-term obligations, cash flow quality, and how quickly a firm can grow recognized revenue—think of it like prepaid subscriptions or gift cards a business must honor later.

material weakness regulatory

"because of a material weakness in the Company’s internal control over financial reporting"

A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

segregation of duties regulatory

"did not maintain effective controls to identify and maintain segregation of duties to support the identification, authorization, approval, accounting for"

Segregation of duties is the practice of splitting important financial and operational tasks among different people so no single person can both start, approve, and record the same transaction — like having one person ring up sales and another person deposit the money. For investors, it matters because this simple separation reduces the chance of mistakes or fraud, helps ensure financial reports are trustworthy, and lowers legal and reputation risk that can affect a company’s value.

related-party transactions financial

"to support the identification, authorization, approval, accounting for, and the disclosure of related-party transactions and non-routine transactions"

Transactions between a company and people or entities with close ties to it — such as executives, board members, major shareholders, family members, or affiliate companies — where one side may have influence over the deal. Investors care because these arrangements can favor insiders, hide costs or benefits, and distort a company’s true performance; think of it like a referee also being a player in the game, which raises questions about fairness and risk.

10-Q Quarterly Reports: What Changes Quarter to Quarter →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number: 000-31705

GHST World Inc.

(Exact name of registrant as specified in charter)

Delaware		91-2007477
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3001 PGA Blvd., Suite 305 Palm Beach Gardens, FL		33410
(Address of principal executive offices)		(Zip Code)

+1 (561) 686-3307

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by checkmark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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	☐
	Non-accelerated filer	☒	Smaller reporting company	☒
			Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of May 13, 2026, the issuer had 130,201,179 shares of its common stock, $0.001 par value per share, outstanding.

TABLE OF CONTENTS

		Page
	PART I - Financial Information
Item 1	Financial Statements	1
	Consolidated Balance Sheets – As of March 31, 2026 (Unaudited) and June 30, 2025	1
	Consolidated Statements of Operations (Unaudited) – For the Three and Nine Months Ended March 31, 2026 and 2025	2
	Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) – For the Three and Nine Months Ended March 31, 2026 and 2025	3
	Consolidated Statements of Cash Flows (Unaudited) – For the Nine Months Ended March 31, 2026 and 2025	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	11
	Part II - Other Information
Item 1	Legal Proceedings	11
Item 1A	Risk Factors	11
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3	Defaults Upon Senior Securities	11
Item 4	Mine Safety Disclosures	11
Item 5	Other Information	11
Item 6	Exhibits	12
Signatures		13

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS 

GHST World Inc.

Consolidated Balance Sheets

		March 31, 2026				June 30, 2025
		(Unaudited)
Assets
Current Assets
Cash		$	968			$	2,518
Total Current Assets			968				2,518
Total Assets		$	968			$	2,518
Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable and accrued expenses		$	9,250			$	28,804
Advances from related parties			514,912				417,771
Common stock payable			9,559				9,559
Deferred revenue			34,109				37,506
Total Current Liabilities			567,830				493,640
Commitments and Contingencies (Note 7)			—				—
Stockholders’ Deficit
Preferred stock, $0.001 par value; 10,000,000 shares authorized;
Series A, 6,000 shares issued and outstanding at March 31, 2026 and June 30, 2025			6				6
Series B, 2,200 shares issued and outstanding at March 31, 2026 and June 30, 2025			2				2
Common stock, $0.001 par value, 300,000,000 shares authorized; 130,201,179 shares issued at March 31,2026 and June 30, 2025			130,201				130,201
Additional paid-in-capital			13,443,466				13,443,466
Accumulated deficit			(14,140,537	)			(14,064,797	)
Total Stockholders’ Deficit			(566,862	)			(491,122	)
Total Liabilities and Stockholders' Deficit		$	968			$	2,518

 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,
		2026				2025			2026				2025
Revenues		$	—			$	4,755		$	13,852			$	55,359
Operating expenses:
General and administrative expenses			18,597				36,287			77,373				136,358
Patent development costs			6,990				—			13,039				8,964
Total operating expenses			25,587				36,287			90,412				145,322
Other Income(expense):
Other income			—				—			846				—
Other expense			—				—			(26	)			—
Total Other Income (expense)			—				—			820				—
Loss Before Income taxes			(25,587	)			(31,532	)		(75,740	)			(89,963	)
Provision for Income taxes			—				—			—				—
Net loss		$	(25,587	)		$	(31,532	)	$	(75,740	)		$	(89,963	)
Net loss per common share -
Basic		$	(0.00	)		$	(0.00	)	$	(0.00	)		$	(0.00	)
Diluted		$	(0.00	)		$	(0.00	)	$	(0.00	)		$	(0.00	)
Weight average number of common shares outstanding-
Basic			130,201,179				130,201,179			130,201,179				130,201,179
Diluted			130,201,179				130,201,179			130,201,179				130,201,179

 The accompanying notes are an integral part of these consolidated financial statements.

2 

 GHST World Inc.
Consolidated Statements of Changes in Stockholders' Deficit
For the Three and Nine Months Ended March 31, 2026 and 2025
(Unaudited) 

			Preferred Stock Series A								Preferred Stock Series B								Common Stock								Additional Paid in				Accumulated				Total Stockholders'
			Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Deficit
Balance December 31, 2025				6,000			$	6				2,200			$	2				130,201,179			$	130,201			$	13,443,466			$	(14,114,950	)		$	(541,275	)
Net loss for the three months ended March 31,2026				—				—				—				—				—				—				—				(25,587	)			(25,587	)
Balance March 31, 2026				6,000			$	6				2,200			$	2				130,201,179			$	130,201			$	13,443,466			$	(14,140,537	)		$	(566,862	)
Balance June 30, 2025				6,000			$	6				2,200			$	2				130,201,179			$	130,201			$	13,443,466			$	(14,064,797	)		$	(491,122	)
Net loss for the nine months ended March 31, 2026				—				—				—				—				—				—				—				(75,740	)			(75,740	)
Balance March 31, 2026				6,000			$	6				2,200			$	2				130,201,179			$	130,201			$	13,443,466			$	(14,140,537	)		$	(566,862	)

				Preferred Stock  Series A								Preferred Stock  Series B								Common Stock								Additional Paid in				Accumulated				Total Stockholders'
				Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Deficit
Balance December 31, 2024				6,000			$	6				2,200			$	2				130,201,179			$	130,201			$	13,443,466			$	(13,940,380	)		$	(366,705	)
Net loss for the three months ended March 31,2025				—				—				—				—				—				—				—				(31,532	)			(31,532	)
Balance March 31, 2025				6,000			$	6				2,200			$	2				130,201,179			$	130,201			$	13,443,466			$	(13,971,912	)		$	(398,237	)
Balance June 30, 2024				6,000			$	6				2,200			$	2				130,201,179			$	130,201			$	13,443,466			$	(13,881,949	)		$	(308,274	)
Net loss for the nine months ended March 31, 2025				—				—				—				—				—				—				—				(89,963	)			(89,963	)
Balance March 31, 2025				6,000			$	6				2,200			$	2				130,201,179			$	130,201			$	13,443,466			$	(13,971,912	)		$	(398,237	)

 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,
		2026				2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(75,740	)		$	(89,963	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts receivable			—				2,092
Accounts payable and accrued expenses			(19,554	)			(10,930	)
Deferred revenue			(3,397	)			(37,098	)
Net Cash Used In Operating Activities			(98,691	)			(135,898	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties			97,141				117,740
Net Cash Provided By Financing Activities			97,141				117,740
Net decrease in cash			(1,550	)			(18,157	)
Cash - beginning of period			2,518				18,302
Cash - end of period		$	968			$	145
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year/period for:
Interest		$	—			$	—
Taxes		$	—			$	—

The accompanying notes are an integral part of these consolidated financial statements. 

4 

GHST WORLD, INC.

Condensed Notes to Consolidated Financial Statements

for the nine months ended March 31, 2025 and 2026

(Unaudited)

NOTE 1- ORGANIZATION, 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.

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 (the “SEC”). In management's opinion, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly our results of operations and cash flows for the nine months ended March 31, 2026 and 2025, and our financial position as of March 31, 2026, 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, 2025.

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

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 $75,740 and $89,963 for the nine months ended March 31, 2026 and 2025. The Company has an accumulated deficit of $14,140,537 and $14,064,797 for the nine months ended March 31, 2026 and year ended June 30, 2025, respectively and a stockholders’ deficit of $566,862 and $491,122 as of March 31, 2026 and June 30, 2025, respectively. The Company used $98,691 and $135,898 in cash flow from operating activities for the nine months ended March 31, 2026 and 2025.

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 in the future through investors as needed to support its working capital needs. Currently the Company intends to raise capital from its existing shareholders and from the possible sale of a minority interest in its subsidiaries. Management cannot provide any assurances that the Company will be successful in completing these undertakings and accomplishing any of its plans.

Principles of Consolidation

The consolidated financial statements include the accounts of the following wholly owned subsidiaries:

· GHST Art World, Inc

· GHST Sport Inc.

· IoTT world Inc.

· Insside World Inc.

All intercompany balances and transactions have been eliminated in consolidation.

Concentration

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash. The Company places its cash with financial institutions of high credit worthiness. At times, its cash with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it is a credit counterparty, and as such, it believes that any associated credit risk exposures are limited.

For the nine months ended March 31, 2026 and 2025, the Company receives all its revenues and deferred revenues from just a few customers. The Company is dependent on related parties for short term funding, who have provided a significant portion of the funding through March 31, 2026.

5 

GHST WORLD, INC.

Condensed Notes to Consolidated Financial Statements

for the nine months ended March 31, 2025 and 2026

(Unaudited)

 

Foreign Currency

Transaction gains and losses are recognized in earnings. The Company is subject to foreign exchange rate fluctuations in connection with the Company’s international transactions as certain vendor payments and repayments of related party advances are done in foreign currency.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Such estimates and assumptions impact, among others, the following: fair value of share-based payments and deferred taxes.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Cash

Cash is held at local banks. The Company had no cash equivalents at March 31, 2026 and June 30, 2025.

Risks and Uncertainties

The Company is undertaking a new business venture that is inherently subject to significant risks and uncertainties, including financial, operational, technological and other risks that could potentially have a risk of business failure.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. The provisions of ASC Topic 606 require the following steps to determine revenue recognition: (1) Identify the contract(s) with a customer; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to the performance obligations in the contract; and (5) Recognize revenue when (or as) the entity satisfies a performance obligation.

The Company derives most of its revenues to date from consulting services provided to the energy sector for the construction of solar energy plants. These services are contractual and contain identified performance obligations and are historically paid by the customer at the signing of the consulting contract. The Company recognizes revenues only when these identifiable performance obligations are satisfied. Payments that are received from customers in advance of when services are satisfactorily completed are reflected as deferred revenue on the accompanying consolidated balance sheets. Going forward the Company expects to be receiving revenues from longer-term surface rights agreements for energy production as described in Note 1. The Company will follow the revenue recognition policies as described above for the contracts.

Accounts Receivable

Accounts receivables are recorded at the invoiced amount. The Company regularly reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. As of March 31, 2026 and June 30, 2025, the Company did not record any such allowance.

Fair Value

The carrying value of cash, other assets, accounts and other payable approximate their fair value based on the liquidity or the short-term maturities of these instruments. The fair value hierarchy promulgated by GAAP consists of three levels:

· Level one — Quoted market prices in active markets for identical assets or liabilities.

· Level two — Inputs other than level one inputs that are either directly or indirectly observable; and

· Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company has no assets or liabilities that are measured at fair value on a recurring and/or non-recurring during the nine months ended March 31, 2026 and 2025.

6 

GHST WORLD, INC.

Condensed Notes to Consolidated Financial Statements

for the nine months ended March 31, 2025 and 2026

(Unaudited)

 

Impairment of Long-Lived Assets

The Company accounts for impairment of long-lived assets in accordance with Accounting Standards Codification (“ASC”) 360, Property, Plant and Equipment, (“ASC 360”). Long-lived assets for the Company consist primarily of other assets and patents. In accordance with ASC 360, the Company periodically evaluates long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When triggering event indicators are present, the Company obtains appraisals on an asset-by-asset basis and will recognize an impairment loss when the sum of the appraised values is less than the carrying amounts of such assets. The appraised values, based on reasonable and supportable assumptions and projections, require subjective judgments. Depending on the assumptions and estimates used, the appraised values projected in the evaluation of long-lived assets can vary within a range of outcomes. The appraisals consider the likelihood of possible outcomes in determining the best estimate for the value of the assets.

Research and Development

Research and development costs are expensed as incurred. These costs consist primarily of costs related to the development of new products.

Segment Information

The Company operates as a single operating segment and single reportable segment. Operating segments are defined as components of a business that can earn revenue and incur expenses and for which discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM, the Chief Executive Officer, allocates resources and assesses performance based upon condensed consolidated financial information due to the interconnected relationship of the Company’s products to the same customers, therefore manages its business as a single operating segment.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The effect of income tax positions is recognized only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

Stock Based Compensation

The Company applies the fair value method of ASC 718, Share Based Payment, in accounting for its stock-based compensation. This accounting standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period, if any. We measure stock-based compensation using the fair market value of the Company’s common stock on the date of the grant.

Net Loss Per Share

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 no potentially dilutive securities outstanding for the nine months ended March 31, 2026 or 2025.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard requires additional disaggregated disclosures about the effective tax rate reconciliation and income taxes paid. The new requirements will be effective for annual period beginning after December 15, 2024 for public entities and after December 15, 2025 for all other entities. The Company has adopted this provision during the year ended June 30, 2025.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires, for each relevant expense caption on the income statement, detailed disclosure amounts for purchases of inventory, employee compensation, depreciation, and intangible asset amortization. In addition, this ASU requires companies to include amounts already required by GAAP in the same disclosure, provide a qualitative description of remaining amounts not separately disaggregated, and disclose the amount of total selling expenses along with the companies’ definition of selling expenses. The amendment is effective for fiscal years beginning after December 15, 2026, which would require us to adopt the provisions during the year ended June 30, 2028 Form 10-K. Early adoption is permitted. The amendments should be applied prospectively; however, retrospective application is permitted. Management is currently evaluating this ASU to determine its impact on our disclosures.

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

7 

GHST WORLD, INC.

Condensed Notes to Consolidated Financial Statements

for the nine months ended March 31, 2025 and 2026

(Unaudited)

 

NOTE 3- PATENTS

The Company obtained a US patent dated June 30, 2020, which is a protection device used in sporting activity with monitoring capabilities. The Company has also obtained a European and Hong Kong Patent for the same device in March 2023. The Company has incurred a total of $78,641 of costs to register and develop the patent, since obtaining such patent. For the nine months ended March 31, 2026 and 2025, the Company has incurred $13,039 and $8,964, respectively of patent costs that were recorded as operating expenses on the accompanying financial statements.

NOTE 4- COMMON STOCK PAYABLE

The Company has an agreement with certain investors to convert their investment into common stock of the Company at a price equal to the average value of the stock over the previous six months. The conversion was contingent on the Company effectuating a 1-for-100 reverse stock split which was affected on September 30, 2021. As of March 31, 2026 and June 30,2025, the Company has a total of $9,559 that has not been converted to common stock.

NOTE 5- RELATED PARTY TRANSACTIONS

At March 31, 2026 and June 30, 2025, the Company owed related parties a total of $514,912 and $417,771, respectively. These shareholder loans are unsecured, non-interest bearing and are due on demand.

As shown in Note 4, the Company has committed to converting certain debts to equity. Included in the debts is $9,559 as of March 31, 2026 and June 30, 2025, of amounts due to related parties that will be converted as described in Note 4.

During the nine months ended March 31, 2026, the Company invoiced a shareholder for consulting services rendered totaling $846 which the Company recorded as other income.

NOTE 6- STOCKHOLDERS’ DEFICIT

Preferred Stock Series A and B

The Company is authorized to issue a total of 10,000,000 shares of any class of Preferred stock. There are currently 6,000 shares of Series A Preferred Stock and 2,200 shares of Preferred Series B Stock issued and outstanding, Series A Preferred Stock is entitled to 25,000 votes per share, and Series B Preferred Stock has a special liquidation preference equal to $27.50 per share.

NOTE 7- COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. There are no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

NOTE 8- 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 no unrecognized tax benefits at March 31, 2026 or June 30, 2025.

The Company has accumulated losses of approximately $14.1 million since its inception. For income tax purposes, the Company has operating loss carryforwards of approximately $3.6 million from tax years beginning in 2007, that begin to expire in 2027. These operating losses are subject to the limitations which were enacted in the Tax Cuts and Jobs Act (“TCJA”). These operating losses can offset only 80% of taxable income in any given tax year. The carryover period for these operating losses is indefinite. No federal or state tax asset has been reported in the financial statements because the Company believes there is a 50% or greater chance that the carryforwards will expire unused. Accordingly, the potential tax benefits of the loss carryforwards (approximately a deferred tax asset of $913,000 based on an effective combined federal and state tax rate of 25.35%) have been offset by a valuation allowance of the same amount.

NOTE 9- SUBSEQUENT EVENTS

On April 9, 2026, a preliminary agreement with a customer was terminated as the customer was unable to complete two power generation plants under construction in Mosciano, Italy and therefore, was unable to connect them to the grid, as required. As a result, the customer forfeited its deposit of $34,109, which had been recorded as deferred revenue.

8 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Overview; Recent Developments

We are a holding company that has been seeking to exploit a patent and obtain and exploit future patents for the Smart Shin Guard. Because of the delays in developing a business and in being able to monetize the Smart Shin Guard business and due to our continuing losses, we are currently also focusing on electricity production from solar plants to be developed in Italy and engaging in energy trading.

The Smart Shin Guard is a wearable protective device designed to be used while playing soccer and other sports combined with data collection and analysis technology that monitors players’ individual and collective physical and performance-based metrics and transmits this information to a separate module in real-time. We are relying on the ability to raise the necessary capital to exploit the patents we acquired for 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.  

In addition, in late 2024 and early 2025 the Company has entered into certain agreements for a new clean energy business through Insside. These agreements provide for the Company’s purchase of surface rights of certain land in Italy for solar energy projects, the construction of solar energy plants by a new special purpose entity, Green Capital SRL (“Green Capital”), an Italian company in Bergamo, which is charged with the duty of raising substantial capital to build solar plants, assuming financing is obtained and the sale of electricity from such projects and any separate arrangements we may undertake with respect to the purchase or sale of electricity to third party energy-intensive facilities and customers.

We have not generated revenue on a consistent basis or in amounts which are necessary to offset operating losses, and need substantial additional financing to continue the development and commercialization of our business plan and related products and services. However, we expect to generate revenue from the purchase or sale of electricity to third parties under separate arrangements which we are in the process of negotiating and structuring, as well as from our existing arrangements with Green Capital if and when Green Capital is able to raise the necessary capital to construct the solar plants contemplated by those arrangements. However, no assurances can be given that these efforts will result in us generating material revenue on a consistent basis or at all. While we first entered into initial agreements through Insside in 2024, we have not yet generated material revenue from this business.

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, 2026 Compared to the Fiscal Quarter Ended March 31, 2025

We had revenues of $0 in the three months ended March 31, 2026 and $4,755 in the three months ended 2025, and we sustained net losses of $25,587 and $31,532, respectively, in those periods. During the three months ended March 31, 2026 and 2025, expenses consisted primarily of general and administrative expenses, including general business administration and professional fees for legal and accounting services, and patent development costs.

Nine Months Ended March 31, 2026 Compared to the Nine Months Ended March 31, 2025

We had revenues of $13,852 in the nine months ended March 31, 2026 and $55,359 in the nine months ended 2025, and we sustained net losses of $75,740 and $89,963, respectively, in those periods.

Our total operating expenses were $90,412 and $145,322 during the nine months ended March 31, 2026 and 2025, respectively, reflecting decreased general and administrative expenses of $77,373 in the 2026 period compared to $136,358 in the 2025 period and an increase in patent development costs of $13,039 in the 2026 period compared to $8,964 in the 2025 period.

We do not expect to generate material revenue unless and until we can implement our business plan and begin marketing and selling our products and services 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 business, which has and until completed will continue to adversely affect our marketing capabilities. In addition, our focus on multiple businesses beginning in recent periods may further delay these efforts and our operating results given our limited resources and personnel.

In order to become profitable, we will need to complete the development of a functional Smart Shin Guard product and thereafter establish a sufficient market for such 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. We will also need to establish and maintain sufficient resources and infrastructure to pursue material operations in the clean energy space. In order to achieve our business objectives, we will need to access sufficient capital, form strategic alliances and develop an adequate market with respect to our business plans and any future business opportunities we may pursue.

9 

Liquidity and Capital Resources

Net Cash used by Operating Activities:

For the nine months ended March 31, 2026, net cash used in operating activities was $(98,691) as compared to net cash used in operating activities of $(135,898) for the nine months ended March 31, 2025. The decrease was due to a decrease in accounts receivable of $0 for the 2026 period compared to $2,092 for the 2025 period, increased accounts payable and accrued expenses of $(19,554) for the 2026 period compared to $(10,930) for the 2025 period and decreased deferred revenue of $(3,397) for the 2026 period compared to $(37,098) for the 2025 period.

Cash Flows from Financing Activities:

Net cash provided by financing activities for the nine months ended March 31, 2026 were $97,141 compared to $117,740 for the nine months ended March 31, 2025, in each case reflecting advances from related parties.

Liquidity

We had $968 in available cash as of March 31, 2026. For the past two years we have been relying on loans from our current investors and related parties and proceeds from sales of our common stock to fund our operations. As reflected in Note 2 in the footnotes to the financial statements contained in this Report, management has expressed substantial doubt about our ability to continue as a going concern for the next 12 months from the date the financial statements were issued, unless we can raise the required capital or generate material revenue to fund our operations.

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 if and to the extent possible. We estimate that we will need to raise at least $250,000 in order to meet our working capital needs for the next 12 months. 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, heightened central bank interest rates and recessionary fears, as well as trends within the industries in which we operate or plan to operate, 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” on the Company’s Annual Filing on Form 10-K filed with the Securities and Exchange Commission on October 14, 2025.

Cautionary Note Regarding Forward Looking Statements

This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business plans and prospective operations and arrangements involving the construction of solar plants and the sale of electricity and potential transactions and potential future revenue and other benefits of such plan and operations, the development of the Smart Shin Guard and plans to pursue a market for and begin commercializing the product, the future conversion of debt to equity, future sources of revenue and anticipated timing and efforts relating to revenue-generating activities, our exploration of potential new business opportunities, the implementation of our business plan and expected timelines for meeting objectives, strategic alliances, our capital raising efforts 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 any inability to raise sufficient capital by us or our related party partner or otherwise proceed with our business plans, the potential adverse effects of United States tariffs and any retaliatory actions, interest rates, a deteriorating labor market, volatility in the capital markets, geopolitical conflicts such as those occurring in Iran and Ukraine and negative operational impacts or an economic downturn or recession which may result, which may result in delays or obstacles in or prevent us from raising capital as and when needed or at all, supply chain disruptions, shortages and delays and other potential unforeseen events which may adversely affect our ability to develop, manufacture and sell our products and/or offer any services within the intended timeframes or at all, declines in consumer and business spending, risks and uncertainties surrounding the new business opportunities we seek to pursue in the clean energy sector, and the risks disclosed in our prior filings with the SEC including in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 under “Item 1A. – Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

10 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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 Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of March 31, 2026 were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms because of a material weakness in the Company’s internal control over financial reporting. Specifically, the Company did not maintain effective controls to identify and maintain segregation of duties to support the identification, authorization, approval, accounting for, and the disclosure of related-party transactions and non-routine transactions. One individual, the Chief Executive Officer, initiates related-party transactions and non-routine transactions and also reviews, evaluates and approves these same transactions.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act that occurred during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  

PART II: OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

From time-to-time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of this Report, we are not aware of any other pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A – RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

All unregistered sales of equity securities through the period covered by this Report have previously been disclosed.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 - OTHER INFORMATION

During the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 arrangement” as defined in Item 408(c) of Regulation S-K.

11 

ITEM 6 – EXHIBITS

Incorporated by Reference

Filed or Furnished

Exhibit #

Exhibit Description

Form

Date

Number

Herewith

2.1

Certificate of Merger

10-K

2/18/2010

3.2

3.1

Amended and Restated Certificate of Incorporation

10-12G

3/9/2021

3.1

3.1(a)

Certificate of Amendment to Certificate of Incorporation (Reverse Stock Split)

10-Q

11/15/2021

3.2

3.1(b)

Certificate of Amendment to Certificate of Incorporation (Decrease in Authorized Capital)

10-Q

11/15/2021

3.3

3.1(c)

Certificate of Designation

10-K

2/18/2010

3.3

3.2

Amended and Restated Bylaws

10-12G

3/9/2021

3.3

31.1

Certification of Principal Executive Officer (302)

Filed

31.2

Certification of Principal Financial Officer (302)

Filed

32.1

Certification of Principal Executive and Principal Financial Officers (906)

Furnished*

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Filed

101.SCH

Inline XBRL Taxonomy Extension Schema Document

Filed

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Filed

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed

*This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

Copies of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to GHST World Inc., 3001 PGA Blvd., Suite 305, Palm Beach Gardens, FL 33410.

12 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		GHST World Inc.
Dated:  May 13, 2026		By:	/s/ Roberto Castellazzi
			Roberto Castellazzi, Chief Executive Officer
			(Principal Executive Officer)
Dated:  May 13, 2026		By:	/s/ Marcello Appella
			Marcello Appella, Chief Financial Officer
			(Principal Financial Officer)

13 

FAQ

How did GHST World Inc. (GHST) perform in the quarter ended March 31, 2026?

GHST World posted a quarterly net loss of $25,587 on no revenue for the three months ended March 31, 2026. In the prior-year quarter, it lost $31,532 on revenue of $4,755, reflecting continued operating losses and inconsistent revenue generation.

What were GHST World Inc. (GHST)’s results for the nine months ended March 31, 2026?

Over nine months, GHST World generated revenue of $13,852 and recorded a net loss of $75,740. In the comparable 2025 period, revenue was $55,359 with a net loss of $89,963, showing lower sales but somewhat reduced operating expenses.

What is GHST World Inc. (GHST)’s liquidity position as of March 31, 2026?

GHST World had just $968 in cash and current liabilities of $567,830 at March 31, 2026. Related‑party advances totaled $514,912, and stockholders’ deficit was $566,862, highlighting a highly leveraged and constrained liquidity profile.

Why does GHST World Inc. (GHST) have a going concern warning?

Management cites recurring net losses, negative operating cash flows and a stockholders’ deficit as reasons for substantial doubt about continuing as a going concern. They estimate needing at least $250,000 in new capital over 12 months to fund working capital and support planned operations.

What internal control issues did GHST World Inc. (GHST) disclose?

GHST World reported a material weakness in internal control over financial reporting. One individual, the CEO, initiates and also approves related‑party and non‑routine transactions, meaning segregation of duties is inadequate and disclosure controls were deemed not effective as of March 31, 2026.

How is GHST World Inc. (GHST) funding its operations?

The company is primarily relying on loans from existing investors and related parties, plus limited equity sales. Related‑party advances reached $514,912 by March 31, 2026. Management plans to continue seeking financing, which may include additional equity or debt issuances.

What subsequent event affected GHST World Inc. (GHST)’s deferred revenue?

On April 9, 2026, a preliminary agreement with a customer was terminated because the customer could not complete two solar plants in Italy. As a result, the customer forfeited a $34,109 deposit, previously recorded as deferred revenue, which will be recognized as income after termination.