GHST 10-K & 10-Q changes, risk factors and insider trading

GHST is relying primarily upon its U.S. patented sports equipment technology which we intend to market and sell in the U.S. and foreign athletic markets to individual players, teams and organizations interested in the Smart Shin Guard’s data collecting capabilities. We have not sold our products, and do not presently have inventory available for sale. Our development process for the Smart Shin Guard has repeatedly been delayed from original projected timeframes due to our small size and lack of capital. If this trend continues and we fail to commercialize the product before our patents expires in our target markets, we could fail to generate material revenue or establish brand recognition necessary to achieve our goals and provide value to our shareholders. We cannot assure you that assuming we obtain sufficient financing, we will be able to successfully market our product in any of the target countries, derive any material revenue or attain profitability. Further, with the addition of InSSIDe World which is in its early stages of developing a business plan for potential new business opportunities,opportunities with an initial focus on clean energy, in addition to our legacy focus on the Smart Shin Guard and the other early stage businesses we are developing or considering as described in this Report, our management team may be divided among multiple projects, and may be unable to allocate and use our limited resources in an efficient or effective manner. Further, each industry in which we seek to operate through the aforementioned businesses and business plans poses unique challenges, including intense competition, regulatory requirements, and limitations on qualified personnel and market opportunity, which gives rise to further risks and uncertainties that are particularly present for us as we continue in the early development stage of each prospective business. The time and business.resources invested in these projects could ultimately be fruitless or fail to yield the benefits or results sought for our business, and could result in material harm to our financial condition and ability to continue as a going concern. If we are not successful in marketing the Smart Shin Guard and/or developing other business as presently intended, it is likely that you will lose your entire investment.

We may not be able to implement our growth strategy reflected in our business plan rapidly enough as to achieve profitability. Our growth strategy is dependent on a number of factors, including market acceptance of the Smart Shin Guard.Guard with respect to GHST Sport and establishing the necessary relationships and infrastructure with respect to Insside. We cannot assure you that consumerswe and otherscollaborators will purchaseraise the Smart Shin Guardsufficient capital or thatotherwise a sufficientdevelop marketand demandexecute foron our productbusiness willplans developin fora usmanner necessary to generate material revenue or become profitable.

As described elsewhere in this Report, in addition to our Smart Shin Guard and the developmentrenewable energy project of InSSIDe, the developments of which remainsremain our principal business focus, we are in the process of developing and/or pursuing business plans for InSIDDe World, GHST Art, IoTT, and each of which involves a unique business model and would take substantial time and resources to execute and develop into a revenue generating enterprise. We cannot assure you that our management will be able to manage our growth effectively or successfully. Our failure to meet these challenges could cause us to lose money, and your investment could be lost.

Expenditures by customers also tend to be cyclical, reflecting overall economic conditions as well as budgeting and buying patterns of athletes, teams, leagues and the general public. Any economic decline in the economy may alter teams’prospective customers’ and players’strategic partners’ current or prospective spending abilities or priorities and limit our sales, or may delay sales with such prospective customers,parties, and could materially and adversely affect our business, results of operations and financial condition. For example, leagues operate on a seasonal basis, and may reduce or suspend their periods of activity due to factors beyond our control, as has taken place in the past during calendar years 2020 and 2021 due to COVID-19 when many public venues including sporting events ceased or limited public attendance in an effort to reduce the spread of the pandemic.

We relay and expect to continue to rely on outside consultants and employees who may be difficult to control and may expose to liability and/or limit our ability to grow our operations as desired or at all.

Our business will depend on the overall demand for for our products and services, including the Smart Shin Guard and any future business opportunities we pursue, each of which can be characterized as a “non-essential” product, and on the economic health of the markets and prospective customers we aim to access. Further, the Smart Shin Guard can be categorized as a “non-essential” product, causing demand for such a product to be sensitive to adverse economic and spending trends. Economic downturns or unstable market conditions may cause prospective customers to decrease or pause their budgets, or decline to incur expenditures on non-essential items, which could reduce spending on our product and adversely affect our business, financial condition and results of operations. While interest rates in the U.S. and Europe have started to recede, any increase in inflation may lead to a reversal and harm these economics. In addition, the duration of geopolitical conflicts and their impact are at best uncertain, and continuation may result in reduced demand for our products or other adverse consequences on us and the industries in which we operate. Because our management team is based in Italy, our operations may face enhanced exposure to risks arising from the geopolitical conflicts than our competitors in North America or elsewhere. The U.S. and global economies appear to be potentially be approaching a recession with uncertain and potentially severe impacts upon public companies and us. We cannot predict how this will affect our ability to continue and complete the development of and/or market for our product, but the impact may be adverse and the duration of any such consequences are unpredictable. Among other adverse consequences, our prospective vendors or customers, in response to a reduced access to capital or anticipated or actual reduction and consumer spending, could elect not to engage in business with us, which would materially adversely harm our ability to generate revenue and financial condition.

There are several companies that have developed products and technology that collect, analyze and transmit physical and performance-based information about players and teams. While we believe our product is unique in that it is both wearable while playing and collects and quickly transmits a greater depth of information and analysis than most comparable devices currently in the market, there can be no assurance that this feature will be adequate to attract new customers or convince players and teams using similar or related technology from switching to the Smart Shin Guard. Further, we will be competing for a limited number of prospective customers in the area of professional and amateur soccer, many of whom may not be willing or able to purchase our products at the prices we desire or at all. Our competitors will include major sports apparel firms and technology and data firms with greater name recognition and/or existing relationships with prospective customers. See “Business-Competition at page 4.”. Some of these competitors offer wearable devices that are similar to ours and are already being commercialized commercialized in professional and amateur sports. While we believe the Smart Shin Guard towill have unique attributes that will render it attractive to customers, we cannot guarantee this alone will enable us to effectively compete for the limited number of consumers in the soccer world, particularly given the prolonged research and development processes we have underwent which have been delayed due to a lack of sufficient capital. Further, while the development process for our Smart Shin Guard continues and until we can adequately establish and scale production and sales capabilities, our competitors will continue to have a time advantage over us to continue to develop, improve upon and market their competing or alternative products and reduce or limit our ability to compete with them.

Specifically, most of our our competitors have longer operating histories and greater resources than us, and could focus their substantial financial resources to develop develop or sustain a competing business model and develop products or services that are more attractive to potential customers than what we offer. Our competitors may also offer similar products and services at prices below cost and/or devote significant sales forces to competing competing with us for customers, endorsements, or key personnel, any of which could improve their competitive positions. Similar challenges will be present in other ventures we pursue or may in the future pursue. Any of these competitive factors could make it more difficult for us to attract and retain customers or personnel or force us to lower our prices in order to compete, which would in turn reduce our market share and revenue. We can provide no assurance our management will be successful in navigating this complex competitive landscape, in which case our financial condition would be adversely affected.

We anticipate that the majority of our operations, particularly in the short term, will be focused on the continued development of our clean energy business and on the development, marketing and sale of our Smart Shin Guard, which products have a relatively limited application and a narrow group of potential customers, namely soccer teams and players.customers. Any unexpected developments with respect to these prospective customers or related vendors or organizations would therefore materially harm our ability to establish, maintain or grow a significant market position. Demand for our products may fluctuate in response to new products that emerge or changes to the industries on which they rely, or due to unexpected natural or uncontrollable events.

ForAny example,adverse the COVID-19 pandemic previously forced worldwide shutdowns of sports leagues, and some leagues delayedtrends or suspended play for indeterminate periods of time in response. Any of these or related events affecting the customers or markets we seek to target could result in a decline in the demand for our products or the price point at which prospective customers will be willing to purchase it, and in such event we will not have material alternative products or services to offset such negative effects to our business. If we fail to generate material sales of our products for any of the foregoing reasons, your investment in us would be materially harmed.

In order to be successful, we will need to establish a market for our products. There can be no assurance that anyone will purchase our products at the prices we need to generate material revenue or at all. Additionally, if the U.S. or European markets enter a recession, spending for non-essential products such as ours, and the potential customers to whom we might sell our products and services, could decline dramatically. Further, even if we do attract some customers, there can be no assurance that enough customers will purchase our products or that they will continue to purchase our products in sufficient volumes to produce the cash flow needed to sustain our operations, in which case your entire investment could could be lost.

Since the CCPA was enacted, the U.S. currently has at least 20 states –- California, Colorado, Connecticut, Delaware, Indiana, Iowa, Kentucky, Maryland, Minnesota, Montana, Nebraska, New Hampshire, New Jersey, Oregon, Rhode Island, Tennessee, Texas, Utah and Virginia, that have comprehensive data privacy laws in place, or enacted comprehensive data privacy laws set to soon take effect. An additional seven states have enacted narrower privacy laws –- Florida, Maine, Michigan, Nevada, New York, Vermont, and Washington. So far during the 2024 legislative legislative cycle, at least four states have introduced comprehensive privacy bills that address a range of issues, including protecting biometric biometric identifiers and health data, or governing the activities of specific entities. However, this patchwork approach to privacy legislation could pose compliance and liability risks for companies that have multistate operations. Proposed and enacted bills in various states have similar rights in preexisting privacy legislation but differ in implementation and enforcement. In June 2024 the American Privacy Rights Act of 2024 was introduced in the U.S. House of Representatives and was subsequently referred to the House Committee on Energy and Commerce has and is not yet adopted. As introduced, this proposed legislation would establish requirements for how companies handle personal data by, among other things, limiting the collection, processing, and transfer of personal data, prohibiting companies from transferring individuals’ personal data without their affirmative express consent, establishing a right to access, correct, and delete personal data, requiring companies to provide individuals with a means to “opt out” of the transfer of non-sensitive covered data and the right to opt out of the user of their personal information for targeted advertising, requiring companies to implement security practices aimed at protecting personal data, and imposing enforcement actions and the possibility of civil proceedings for violations. Proposed federal legislation, like the American Privacy Rights Act of 2024, will likely continue to be debated and, at some point, may be enacted in some form.

As disclosed under “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations,” due to our lack of revenue and continued capital requirements, in recent years we have relied heavily on incurring indebtedness from shareholders and other third parties and repaying that indebtedness in shares of our common stock. We expect this trend to continue unless we are able to fund another source of capital, which may include issuing other forms of securities with terms that could limit our operational flexibility, subordinate the rights of shareholders or have other negative features. Further, we have in the past and may in the future issue shares for consideration that is well below the market price of our common stock as reflected on the OTCOTCID Pink OpenBasic Market. For example, in December 2021 and February 2022, following a 1-for-100 reverse split and an agreement with certain of our lenders, we issued a total of 118,663,761 shares to lenders in satisfaction of $225,259 in indebtedness at a per share price of approximately $0.0019 per share, below the fair market value of the shares based on accounting principles.

If we are unable to comply with the SEC reporting provisions in the future, such failure will affect the liquidity of our common stock and act as a depressant to the price, particularly if in such event we are also unable to maintain our OTCOTCID Pink OpenBasic Market listingquotation using the alternative reporting system, which would result in the loss of a two-way trading market for our common stock. We cannot assure you we will not become delinquent and/or withdraw or have our reporting status revoked again.

Currently, there is no active public market for our our common stock and one may never develop. Our common stock trades sporadically on the OTCOTCID Pink OpenBasic Market under the symbol “GHST.” We do not know if an active market will develop even if are successful in completing the development of our Smart Shin Guard and commercializing that product, or if we are able to further develop and execute other aspects of our business plan.

The OTCOTCID Pink OpenBasic Market generally is not an active market. Further, our common stock has only traded sporadically. In order to move to a higher market, such as the OTCQB, we are required to pay $10,000 per year. Even if our common stock begins trading on the OTCQB, investors should be aware that the OTCQB is not as liquid as major national securities exchanges.

OnceSubject weto raiseraising sufficient capital, we plan to take steps to remediate our material weaknesses, including hiring a principal financial officer with knowledge of generally accepted accounting accounting principles as well as reporting and disclosure obligations. As our business expands we intend to retain additional consultants as required. If we fail to maintain proper and effective internal controls in future periods, we could become subject to potential review by the SEC or other regulatory authorities, which could require additional financial and management resources, could compromise our ability to run our business effectively and could cause investors to lose confidence in our financial reporting.

The SEC has adopted regulations which generally define define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock on the OTCOTCID Pink OpenBasic Market is presently less than $5.00 per share and therefore we are considered a “penny stock” company according to SEC rules. Further, we do not expect our stock price to rise above $5.00 in the foreseeable future. The “penny stock” designation requires any broker-dealer selling our securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our common stock and therefore reduce the liquidity of the public market for our shares.

Our principal business focus has been seeking to exploit a patent and obtain and exploit future patents for the Smart Shin Guard. We have also added to this focus the operations of Insside, which is in the early stages of developing a clean energy business with an initial focus on wholesale electricity sales and the development of solar energy infrastructure in Italy, which will be subject to a third party accessing capital. We also have development stage businesses for IoTT, an internet technology business, and InSSIDe World, an early stage development company seeking new business opportunities, and GHST Art. We have generated nominal revenue and need substantial additional financing to market our services.

FollowingAfter ourwe have completed product development efforts and assuming successful completion of the same which will depend, among other things, on our ability to raise or otherwise access sufficient capital capital and the performance of third parties on which we rely or will rely, we intend to then turn our attention duringtowards the next 12 months towardsmanufacturing manufacturing the product and establishing a market for selling our product. Because our product focuses on soccer, or “football,” we plan to focus these efforts on countries located in Europe, where the sport is most popular and well-funded, and teams and players may be more likely to subscribe to our offerings. We expect that our ability to have success during this stage will depend on a number of factors which may be beyond our control, including our ability to have patents issued in target jurisdictions, our ability to complete product product development and manufacturing efforts on schedule, and our ability to obtain strategic partnerships from professional teams or athletes athletes to assist us in our marketing efforts. See “Risk Factors” in this Report.

Our other subsidiaries remain in the development stage, stage, as we continue to develop business plans for their respective goals. Included in these is InSSIDe, for which the Company is seeking to develop a business plan and pursue potential business opportunities, although to date these efforts are in the early stages and we have not generated any revenue therefrom.

We are currently headquartered in NewPalm York,Beach NYGardens, FL where we maintain an executive office for occasional use; however our directors and officers are located in Italy and other European countries. countries. We believe our presence in these locations will be useful in initiating our marketing strategy, in which we plan to focus our efforts efforts on European countries and access the U.S. capital markets to fund our operations.

Critical Accounting Policies and Estimates

The methods, estimates, and judgments that we use use in applying our accounting policies impact the results that we report in our financial statements. Some of our accounting policies may may require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently inherently uncertain. Certain estimates involve certain assumptions that if incorrect could create a material adverse impact on GHST’s results results of operations and financial condition. AsOur ofmost significant estimates and judgement involve our revenue recognition policy and how it’s applied to existing and future contracts. We believe that the datefollowing ofpolicy this Report, management does not believefrom the financial statements contain or are subjectfollowed closely, tobut contracts are complex and they often require interpretation. The Company did not identify any critical accounting estimates for asFY defined under Item 303 of Regulation S-K under the Securities Exchange Act of 1934.2025.

We had $40,916 in revenue in the fiscal year ended June 30, 2024 (“FY 2024”) relating to consulting services provide through InSSIDe, and nominal revenue of $3,078 in the fiscal year ended June 30, 2023 (“FY 2023”), and we sustained net losses of $511,284 and $116,574, respectively, in those periods. Our expenses consisted of general and administrative costs in each period, and stock compensation in FY 2024. 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, quantities, which has been delayed due to a combination of our limited capital resources and external forces resulting in delays in the development 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 resources and personnel.

Net Cash used byin Operating Activities:

For FY 2024,2025, the Company used net cash of $164,551$163,701 in operating activities as compared to $93,307$164,551 for FY 2023.2024. TheIn increaseFY in2024, cashwe used in operations was primarily due to higher net loss in the recent period, which was partially offset byhad stock compensation of $324,523 in theFY recent2024 period.compared to $0 in FY 2025.

We have approximately $15,000$15,900 in available cash as as of SeptemberOctober 24,3, 2024, and for the past two years we have been relying on loans and stock purchases from our current investors and related parties to fund our operations.2025. As reflected in the Financial Statements contained elsewhere in this Report, management has expressed substantial substantial doubt about our ability to continue as a going concern during the fiscal year ended June 30, 2024,2025, 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 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 effect on our existing shareholders. We intend to continue to raise capital from existing investors and/or to obtain funding from the sale of a minority interest in our subsidiaries if and to the extent possible. We estimate that we will need to raise at least $300,000$250,000 in order to meet our working capital needs for the next 12 months. As described elsewhere in this Report, we plan to phase in our expenses and grow our business as working capital is available.

There can be no assurances that we will be able to to raise additional capital. The inability to raise capital would adversely affect our ability to achieve our business objectives. In addition, addition, if our operating performance during the next 12 months is below our expectations, our liquidity and ability to operate our business could could be adversely affected. We continue to monitor macro-economic factors such as inflationary pressures, continuedheightened Federalcentral Reservebank interest rate hikesrates and recessionary fears, as well as trends within ourthe industry,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.”

ThreeFiscal MonthsQuarter Ended DecemberMarch 31, 20252026 Compared to the ThreeFiscal MonthsQuarter Ended DecemberMarch 31, 20242025 We had $10,367revenues primarily of $0 in revenuethe three months ended March 31, 2026 and $4,755 in the three months ended December2025, 31,and 2025we comparedsustained tonet $4,872losses forof $25,587 and $31,532, respectively, in those periods. During the three months ended DecemberMarch 31, 2024,2026 and we2025, sustained netexpenses lossesconsisted primarily of $15,935general and $45,714,administrative respectively,expenses, inincluding general thosebusiness periods.administration Theand lowerprofessional lossesfees resultedfor fromlegal decreasedand operatingaccounting expensesservices, inand the 2025patent period,development as more particularly described in the paragraph that follows.costs.

SixNine Months Ended DecemberMarch 31, 20252026 Compared to the SixNine Months Ended DecemberMarch 31, 20242025 We had revenues of $13,852 in revenuethe nine months ended March 31, 2026 and $55,359 in the sixnine months ended December 31, 2025 compared to $50,604 for the six months ended December 31, 2024,2025, and we sustained net losses of $50,153$75,740 and $58,431,$89,963, respectively, in those periods.

For the six nine months ended DecemberMarch 31, 2025, the Company used 2026, net cash of $(73,520)used in operating activities was $(98,691) as compared to net cash used in operating activities of $(104,757135,898) for the sixnine months months ended DecemberMarch 31, 2024.2025. KeyThe factorsdecrease includedwas due to a decrease in accounts receivable of $0 for the 20252026 period compared to $(4,575)$2,092 for the 20242025 period, period, increased accounts payable and accrued expenses of $(19,97019,554) for the 2026 period compared to $(10,930) for the 2025 period compared to $(12,978) for the 2024 period and decreased deferred revenue of $(3,397) for the 20252026 period compared to $(28,77337,098) for the 20242025 period.

CashNet flows cash provided by financing activities for the nine months ended March 31, 2026 were $97,141 compared to $117,740 for the sixnine months ended DecemberMarch 31, 2025 were $72,060 compared to $86,695 for the six months ended December 31, 2024. The decrease2025, in theeach 2025case period resultedreflecting advances from a decrease in related party advances when compared to the 2024 period.parties.

We had have $1,058$968 in available cash as of DecemberMarch 31, 2025.2026. 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.

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 IsraelIran 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.