Businesses, including development stage companies such as ours which often grow rapidly, oftentend to have difficulty managing their growth. If we are able to successfully market the Defender,our products and services, we will likely need to expand our management team and other key personnel by recruiting and employing experienced executives and key employees and/or consultants capable of providing the necessary support.

Our revenue and operating results may vary significantly from quarter to quarterquarter-to-quarter due to a variety of factors, many of which are beyond our control. You should not rely on period-to-period comparisons of our results of operations as an indication of our future performance. Our results of operations may fall below the expectations of market analysts and our own forecasts. If this happens, the market price of our common stock may fall significantly. The factors that may affect our quarterly operating results include the following:

Our future depends, in part, on our ability to attract and retain key personnel and the continued contributions of our executive officers, each of whom may be difficult to replace. In particular, J.C. Nardi, Chief Executive Officer and Gianfranco Gracchi, President, are important to the management of our business and operations and the development of our strategic direction. Additionally, our Vice President, Mr. Esterino Castellazzi, isour President and Chairman of our Board of Directors, plays an Italian company which owns the rights to the Defenderimportant role in at least partmoving our business ahead and obtaining financing. In recent periods, our personnel have served us for no compensation, and none of the European Union. None of these peopleour key personnel have any agreements to continue serving us, and Mr. Nardi has an active law practice in Italy.us. The loss of the services of Messrs. Nardi, GracchiMr. Castellazzi or Castellazziother key personnel and the process to replace any key personnel would involve significant time and expense and may significantly delay or prevent the achievement of our business objectives.

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

Due to our limited capital, we will rely on the outside consultants and employees to develop and market our product and/or expand our business models. In the event that one or more of these consultants or employees terminates their services to with the Company, fails to follow management’s instructions or becomes unavailable, we may see adverse effects to our business and face difficulty locating and retaining suitable replacements. Further, because we will operate in multiple countries, language barriers and complications with respect to monitoring our personnel is more likely than a more localized approach. There can no assurance that our employees or consultants will stay with us or can be adequately controlled, or that we will be able to retain replacements on favorable terms or at all, in which case our business could be harmed.

We will rely on third parties to sell our products, and if any of these third parties alter, restrict access to or discontinue their relationships with us, or experience technical difficulties, our ability to market our product(s) would be diminished and our business, revenue and financial results could be harmed.

We will rely on a combination of direct sales, licensing agreements, and the use of our website to sell our Smart Shin Guard and any other products or services we have or may develop or acquire. If our website or one or more of these third parties experiences a security breach or outage, or any third party through which we sell or to whom we license our product terminates or adversely modifies the terms of their engagement with us, our ability to develop and grow a customer base decline and our ability to reach potential customers would be negatively affected, causing our revenues and financial results to be harmed.

Economic downturns and market conditions beyond our control could adversely affect our business, financial condition and results of operations.

Our business depends on the overall demand for our Smart Shin Guard, which can be characterized as a “non-essential” product, and on the economic health of the markets we aim to access and that we believe would benefit from our technology. Economic downturns or unstable market conditions may cause prospective customers to decrease or pause their budgets, or decline to incur expenditures on non-essential items, which could reduce spending on our product and adversely affect our business, financial condition and results of operations. In recent times, certain events have begun to affect the global and United States economy including continued inflation, interest rate increases by the Federal Reserve and central banks of other countries in response, substantial increases in the prices of certain products and services, and declines in the capital markets. In addition, the duration of Ukrainian war and its impact are at best uncertain, and continuation may result in Internet access issues if Russia, for example, began illicit cyber activities. Because our management team is based in Italy, our operations may face enhanced exposure to risks arising from the Ukraine war than our competitors in North America. The U.S. and global economies appear to be potentially be approaching a recession with uncertain and potentially severe impacts upon public companies and us. We cannot predict how this will affect our ability to continue and complete the development of and/or market for our product, but the impact may be adverse and the duration of any such consequences are unpredictable. Among other adverse consequences, our prospective vendors or customers, in response to a reduced access to capital or anticipated or actual reduction and consumer spending, could elect not to engage in business with us, which would materially adversely harm our ability to generate revenue and financial condition.

If we are unable to meet competitive challenges, we may not successfully market our patented product.

There are several companies that have developed products and technology that collect, analyze and transmit physical and performance-based information about players and teams. While we believe our product is unique in that it is both wearable while playing and collects and quickly transmits a greater depth of information and analysis than most comparable devices currently in the market, there can be no assurance that this feature will be adequate to attract new customers or convince players and teams using similar or related technology from switching to the Smart Shin Guard. Further, we will be competing for a limited number of prospective customers in the area of professional and amateur soccer, many of whom may not be willing or able to purchase our products at the prices we desire or at all. Our competitors will include major sports apparel firms with greater name recognition and/or existing relationships with prospective customers, such as Nike, Adidas and Puma. We will also compete with lesser known brands who have had a significant head start offering data collection devices, technology or services to customers, including Soccerment, TibTop and Catapult Sport, each of which offer wearable devices that are similar to ours. While we believe the Smart Shin Guard to have unique attributes that will render it attractive to customers, we cannot guarantee this alone will enable us to effectively compete for the limited number of consumers in the soccer world. Further, while the development process for our Smart Shin Guard continues and until we can adequately establish and scale production and sales capabilities, our competitors will continue to have a time advantage over us to continue to develop, improve upon and market their competing or alternative products and reduce or limit our ability to compete with them.

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

Because we will be reliant primarily on a single product to be sold to a limited number of prospective customers, we will face significant risks associated with a lack of diversification.

We anticipate that the majority of our operations will be focused on the marketing and sale of our Smart Shin Guard, a product with relatively limited application and a narrow group of potential customers, namely soccer teams and players. Any unexpected developments with respect to these prospective customers or the leagues in which they play would therefore materially harm our ability to establish, maintain or grow a significant market position. Demand for our product may fluctuate in response to new products that emerge or changes to the way the game is played, officiated or regulated, or due to unexpected natural or uncontrollable events. For example, the COVID-19 pandemic previously forced worldwide shutdowns of sports leagues, and some leagues delayed or suspended play for indeterminate periods of time in response. Any of these or related events affecting the sports and entertainment markets could result in a decline in the demand for our product or the price point at which prospective customers will be willing to purchase it, and in such event we will not have material alternative products or services to offset such negative effects to our business. If we fail to generate material sales of our Smart Shin Guard for any of the foregoing reasons, your investment in us would be materially harmed.

Because our success will depend to a large extent on our ability to develop and grow a market for our Smart Shin Guard, you may lose your investment.

In order to be successful, we will need to establish a market for our product. There can be no assurance that anyone will purchase our product at the prices we need to generate material revenue or at all. Further, even if we do attract some customers, there can be no assurance that enough customers will purchase our products or that they will continue to purchase our products in sufficient volumes to produce the cash flow needed to sustain our operations, in which case your entire investment could be lost.

We may encounter difficulty obtaining approval for our product for in-game use by soccer leagues, which could hinder or eliminate any competitive advantage with respect to our Smart Shin Guard.

A material aspect of the Smart Shin Guard’s potential attractive features for consumers, particularly professional and amateur soccer players and teams, is its relatively small size and integration into a shin guard, which is already used in games and therefore does not add additional bulk or weight to a player’s normal in-game apparel. However, many soccer leagues impose restrictions and policies on the apparel and equipment that players may wear during games. As such, we will likely need to obtain approval for the Smart Shin Guard’s use by the soccer leagues of teams we market the product to in order for those teams to use the product in-game. There can be no assurance we will obtain such approval in any or a sufficient number of leagues. Leagues may be hesitant to allow our product to be used in games for a variety of reasons, including potential safety concerns, concerns that such use would confer on certain teams an unfair advantage at the expense of others, or simply reluctance to change. If we are unable to obtain approval for in-game use in leagues, soccer teams and players in those leagues may be unable to use our product in-game or in real-time, which would reduce the usefulness of our product to them and limit our ability to sell our product or generate material revenue therefrom. If we are unable to convince soccer leagues to allow players’ and teams’ in-game use of our product, it could materially harm our business and results of operations.

The failure to obtain endorsements from athletes or teams could significantly impair our ability to market our products.

A key component of our business plan and marketing strategy currently contemplates obtaining endorsements from prominent athletes or teams to market our products. As of the date of this filing, we have not obtained any such endorsements. Our ability to obtain any such endorsements will likely be dependent on future funding. Because of our limited capital, there can be no assurance that we can procure any endorsements, in which case our business could be adversely affected.

We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.

Because we intend to operate in foreign markets, we will be subject to the Foreign Corrupt Practice Act (the “FCPA”), and other laws that prohibit improper payments or offers of payments to foreign governments (as well as similar laws in the United States). We expect to have operations and distribution channels in jurisdictions creating the potential for corrupt practices by our employees, consultants or agents. We may employ sales personnel or independent contractors who may be viewed as our agents or otherwise expose us to liability under the FCPA. For example, in addition to the Smart Shin Guard for which we would pursue sales internationally, the business contemplated by InSSIDe World involves heavily regulated industries, clean energy and intelligence, security and defense, requiring various permits and certifications from government agencies, including potentially for government funded or subsidized projects. While we intend to comply fully with the FCPA and similar anti-bribery laws in conducting our business abroad, we cannot guarantee that we will be able to control the conduct of our employees and contractors to prevent corrupt practices. The potential penalties for violating the FCPA include anti-bribery laws and criminal or civil sanctions, including a fine of up to $2 million per violation. If we were to be found in violation of the FCPA or local anti-bribery laws, the resultant penalties and collateral consequences could negatively affect our business, operating results and financial condition.

We plan to conduct a substantial portion of our business in foreign markets, which will expose us to the risks of trade or foreign exchange restrictions, increased tariffs, foreign currency fluctuations, disruptions or conflicts with our third-party importers and similar risks associated with foreign operations.

Our current business plan includes expansion into multiple foreign markets exposing our Company to risks associated with foreign operations. For example, a foreign government may impose trade or foreign exchange restrictions or increased tariffs, or otherwise limit or restrict our ability to import products into a country, any of which could negatively impact our operations. We are also exposed to risks associated with foreign currency fluctuations by selling our products to consumers in foreign markets. Accordingly, strengthening of the Euro which is our primary currency versus a foreign currency could have a negative impact on us. Additionally, we may be negatively impacted by conflicts with or disruptions caused or faced by third-party importers, as well as conflicts between such importers and local governments or regulating agencies. Our operations in some markets also may be adversely affected by political, economic and social instability in foreign countries, as well as economic tensions between governments, the implementation of new or increased tariffs and other changes in international trade policies. Finally, since we plan to operate in the European Union, the impact of the war between Russia and Ukraine, the more recent hostilities in Israel, and/or economic sanctions between or among countries, as well as general geopolitical issues in Europe, may adversely affect our operations in the European Union.

Another risk associated with our international operations is the possibility that a foreign government may impose foreign currency remittance restrictions. Due to the possibility of government restrictions on transfers of cash out of the country and control of exchange rates, we may not be able to immediately repatriate cash at the official exchange rate. If this should occur, or if the official exchange rate devalues, it may have a material adverse effect on our business, assets, financial condition, liquidity, results of operations or cash flows.

Some of our contracts have been and are expected to be in foreign jurisdictions and currencies, and if we do not comply with transfer pricing, customs duties, value added taxes, and similar regulations, then we may be subjected to additional taxes, duties, interest and penalties in material amounts, which could harm our operating results and financial condition.

Because we operate and plan to operate in countries outside of the United States, we will be subject to transfer pricing and other tax regulations designed to ensure that our intercompany transactions are consummated at prices that have not been manipulated to produce a desired tax result, that appropriate levels of income are reported as earned by our United States or local entities, and that we are taxed appropriately on such transactions. In addition, our operations will be subject to regulations designed to ensure that appropriate levels of customs duties are assessed on the importation of our products. Further, we have executed and expect to continue to enter into contracts with third parties in foreign jurisdictions and involving foreign currencies, and we therefore face the risk of foreign currency fluctuations which could cause increased operating expenses and reduced revenues, in addition to other uncertainties and contingencies incident to doing business in another country some of which are described elsewhere in these Risk Factors.

The imposition of new taxes, even pass-through taxes such as value added taxes, could have an impact on our perceived product pricing and will likely require that we increase prices in certain jurisdictions, and therefore could have a potential negative impact on our business and results of operations. If they arise, the ultimate resolution of these matters may take several years, and the outcome is uncertain. If the Internal Revenue Service or any foreign taxing authorities were to successfully challenge our transfer pricing practices or our positions regarding the payment of income taxes, customs duties, value added taxes, withholding taxes, sales and use taxes, and other taxes, we could become subject to higher taxes, we may determine it is necessary to raise prices in certain jurisdictions accordingly, and our revenue and earnings and our results of operations could be adversely affected.

If we fail to comply with U.S. and foreign laws related to privacy, data security, and data protection, it could adversely affect our operating results and financial condition.

We are or may become subject to a variety of laws and regulations including the European Union’s General Data Protection Regulation (the “GDPR”) regarding privacy, data protection, and data security. These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws.

In particular, there are numerous U.S. federal, state, and local laws and regulations and foreign laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal data. Such laws and regulations often vary in scope, may be subject to litigationdiffering interpretations, and may be inconsistent among different jurisdictions. For example, the GDPR includes operational requirements for infringingcompanies that receive or process personal data of residents of the intellectual propertyEuropean Union that are broader and more stringent than those previously in place in the European Union and in most other jurisdictions around the world. The GDPR includes significant penalties for non-compliance, including fines of up to €20 million or 4% of total worldwide revenue. Additionally, in June 2018, California enacted the California Consumer Privacy Act (the “CCPA”). The CCPA requires covered companies to provide California consumers with new disclosures and will expand the rights afforded consumers regarding their data. Fines for noncompliance may be up to $7,500 per violation. Since the CCPA was enacted, many other states have enacted similar legislation designed to protect the personal information of others.

We intend to protect our intellectual propertystrive to comply with all applicable laws, policies, legal obligations, and industry codes of conduct relating to operate without infringing on the intellectual property rights of others. There can be no guarantee that any of our intellectual property will not be challenged by third parties. Weprivacy, data security, and data protection. Our limited resources may be subject to patent infringement claims or other intellectual property infringement claims that would be costly to defend and could limit our ability to use certain critical technologies.

The result of our continuing to fund our operations through the issuance of shares of common stock has been and will continue to be the dilution of our shareholders’ ownership interest in the Company. In addition, the introduction of additional shares imposes downward pressure on our stock price, particularly given the limited and sporadic nature of trading in our common stock. Unless we are unable to raise sufficient capital by non-dilutive mean which is unlikely, or generate material revenue from our operations which may not come to fruition in the near term or at all, we expect we will need to continue to issue shares of common stock causing further dilution and potentially cause our stock price to decline further, which would have a material adverse effect on existing shareholders.

Our registration under the Exchange Act could be revoked by the SEC if we fail to file required reports.

Following the registration of our common stock with the SEC on May 8, 2021 pursuant to the registration statement on Form 10, if we fail to file reports as required under the Exchange Act, we may lose our registration. While we intend to comply with the Exchange Act’s reporting requirements moving forward, and we may be unable to comply in the future as we did in the past. For example, in June 2009, the SEC revoked our registration under the Exchange Act for failure to file required reports. Following that action, the Company expended resources to again become a reporting company with the SEC in 2010; however, it was never able to file an annual report on Form 10-K and ultimately withdrew its registration in 2013. Following our registration in 2021, the heightened expenditures of being a public reporting company continue to impose challenges to us and strain our very limited resources.

More recently, as disclosed in the explanatory note at the beginning of this Report and the Current Report on Form 8-K referenced therein, our financial statements for FY 2022 were restated (the restated version of which is contained in this Report) due to certain material adjustments in connection with the re-audit of those financial statements by a different accounting firm. As a result of this development, which also impacted certain interim periods in FY 2022 and FY 2023, we expect we will be required to file amendments to certain of our prior periodic reports, specifically quarterly reports on Form 10-Q, to include the restated financial information and related disclosure for those interim periods.

If we are unable to comply with the SEC reporting provisions in the future, such failure will affect the liquidity of our common stock and act as a depressant to the price, particularly if in such event we are also unable to maintain our OTC Pink listing using the alternative reporting system, which would result in the loss of a two-way trading market for our common stock. We cannot assure you we will not likely be able to timely filebecome delinquent and/or withdraw or have our reports with the Securities and Exchange Commission.

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

The OTC Pink Open Market generally is not an active market. Further, our common stock onhas only traded sporadically. In order to move to a higher market, such as the Pink Sheets. To be publicly traded, a broker-dealer isOTCQB, we are required to file an application with the Financial Industry Regulatory Authority (“FINRA”).  Trading cannot begin until FINRA ceases to comment upon the application.  To date, we have not found a broker-dealer to make the application.  Once we do, the FINRA comment process is lengthy.  Once we begin trading, the Pink Sheets is not a liquid market in contrast to the major stock exchanges including Nasdaq. We cannot assure you as to the liquidity or the future market pricespay $10,000 per year. Even if a market does develop. If an active market for our common stock doesbegins trading on the OTCQB, investors should be aware that the OTCQB is not develop,as liquid as major national securities exchanges.

These stock market and industry factors may adversely affect the fair market valueprice of our common stock.

Because of our limited working capital, we lack required internal controls and unless we remediate them, we may be hampered in a number of ways, which could materially and adversely affect us.

Our management and directors are based in Italy and other European countries. Although our accounting and legal professionals, as well as our auditors, are based in the United States, our lack of familiarity with United States federal and Delaware law has adversely affected us and may continue to adversely affect us as follows:

As a public company in the United States, we are required to maintain internal control over financial reporting and disclosure controls and procedures. These controls and other procedures are designed to ensure that information required to be disclosed by us in the reports that we file with the SEC is disclosed accurately and is recorded, processed, summarized and reported within the time periods specified in SEC rules.

Ensuring that we have adequate controls and procedures in place to help produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be evaluated frequently. We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies relating to internal controls, which could materially adversely affect our results of operations.

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

The SEC has sued multiple public companies in the past alleging in part that they had violated Section 13(b) of the Exchange Act resulting from their failure to remediate material weaknesses in their internal control over financial reporting over an extensive period of time. Three of these companies had remediated their material weaknesses at the time the lawsuits were filed. If the SEC Staff investigates us and following that investigation a lawsuit is filed alleging that we have and/or have not remediated our material weaknesses, we will face the following risks:

Because all of our officers and directors reside outside of the United States, it will be difficult for investors to sue them personally in the United States and may be difficult to enforce any judgment against their assets, which are located outside of the United States.

Our officers and directors reside in and are based in Italy and other European countries. In the event that investors sue them in the United States alleging that any registration statement, report or proxy filed with the SEC or other disclosure in connection with the purchase or sale of our common stock violates the United States federal and/or state securities laws, they may claim that they are not subject to suit individually in the United States. If a court later determines that these individuals may be sued in the United States and there is an adverse judgment against all or some of these directors, it may be difficult to enforce a United States judgment in the home countries of the defendants.

Due to recent changes to Rule 15c2-11 under the Exchange Act, our common stock may become subject to limitations or reductions on stock price, liquidity or volume.

On September 16, 2020, the SEC adopted amendments to Rule 15c2-11 under the Exchange Act. This Rule applies to broker-dealers who quote securities listed on over-the-counter markets such as our common stock. The Rule as amended prohibits broker-dealers from publishing quotations on OTC markets for an issuer’s securities unless they are based on current publicly available information about the issuer. The amended Rule became effective on September 28, 2021; the amended Rule also limits the Rule’s “piggyback” exception, which allows broker-dealers to publish quotations for a security in reliance on the quotations of a broker-dealer that initially performed the information review required by the Rule, to issuers with current publicly available information or issuers that are up-to-date in their Exchange Act reports.

The Rule changes could be materially adversely affected.harm the liquidity and/or market price of our common stock by either preventing our shares from being quoted or driving up our costs of compliance. We became subject to filing reports under the Exchange Act following the effectiveness of our Form 10 in May 2021. If we cannot predictor do not provide or maintain current public information about our Company our stockholders may face difficulties in selling their shares of our common stock at desired prices, quantities or times, or at all, as a result of the price at which we will begin trading or future prices.

The Securities and Exchange Commission or SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. We expect theThe market price of our common stock will beon the OTC Pink Open Market is presently less than $5.00 per share and therefore we will beare considered a “penny stock” company according to SEC rules. ThisFurther, 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 theseour securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our common stock and therefore reduce the liquidity of the public market for our shares.

Broker-dealers are increasingly reluctant to permit investors to buy or sell speculative unlisted stock and often impose costs which make it uneconomical for small shareholders to do so. Moreover, as a result of apparent regulatory pressure from the SEC and the Financial Industry Regulatory Authority (“FINRA”), a growing number of broker-dealers decline to permit investors to purchase and sell or otherwise make it difficult to sell shares should one develop.of penny stocks. The “penny stock” designation may have a depressive effect upon our common stock price. 

Our boardBoard of directorsDirectors may issue without a vote of our shareholders, one or more series of preferred stock that have more than one vote per share. This could permit our boardBoard of directorsDirectors to issue preferred stock to investors who support usour management and our managementus and permit our management to retain control of our business. Additionally, issuance of preferred stock could block an acquisition resulting in both a drop in our stock price and a decline in interest of our common stock.

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Since we intend to retain any earnings for development of our business for the foreseeable future, you will likely not receive any dividends for the foreseeable future.

We have not and do not intend to pay any dividends in the foreseeable future, as we intend to retain any earnings for development and expansion of our business operations. As a result, you will not receive any dividends on your investment for an indefinite period of time.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES

GHST maintains its headquarters in New York, NY. The headquarters are in an executive suite environment where services are provided on an as-needed basis. Our officers spend limited time in the United States.

ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is not listed on any securities exchange, and is quoted on the OTC Pink Market under the symbol “GHST.” Because our common stock is not listed on a securities exchange and its quotations on OTC Pink are limited and sporadic, there is currently no established public trading market for our common stock.

The following table reflects the high and low closing sales information for our common stock for each fiscal quarter during the fiscal years ended June 30, 2023 and 2022. This information was obtained from OTC Pink and reflects inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

		COMMON STOCK MARKET PRICE
		HIGH				LOW
Fiscal Year Ended June 30, 2023:
First Quarter		$	0.10			$	0.034
Second Quarter		$	0.09			$	0.022
Third Quarter		$	0.065			$	0.026
Fourth Quarter		$	0.09			$	0.023

		COMMON STOCK MARKET PRICE
		HIGH				LOW
Fiscal Year Ended June 30, 2022:
First Quarter		$	0.14			$	0.26
Second Quarter		$	0.735			$	0.1001
Third Quarter		$	0.29			$	0.101
Fourth Quarter		$	0.29			$	0.074

Holders

As of October 6, 2023, there were approximately 617 shareholders of record of the Company's common stock. We believe that additional beneficial owners of our common stock hold shares in street name.

Shares Eligible for Future Sale

All of the outstanding shares of common stock of the Company are restricted securities and cannot be sold under Rule 144 until at least six months have passed since payment, and the other requirements of Rule 144(i)(1)(ii) have been satisfied, including the Company being current in its SEC periodic reporting obligations.

In general, Rule 144 provides that any non-affiliate of the Company, who has held restricted common stock for at least six-months, is entitled to sell their restricted stock freely, provided that the Company stays current in its SEC filings.

An officer, director or other person in control of the Company may sell after six months with the following restrictions: (i) the Company is current in its SEC filings, (ii) certain manner of sale provisions, (iii) the filing of a Form 144, and (iv) volume limitations limiting the sale of shares within any three-month period to a number of shares that does not exceed 1% of the total number of outstanding shares. A person who has ceased to be an affiliate at least three months immediately preceding the applicable sale and who has owned such shares of common stock for at least one year may sell the shares under Rule 144 without regard to any of the limitations described above.

Such shares may be sold outside of the United States. Further, such shares may be sold to purchasers in the United States under Section 4(a)(1) of the Securities Act if paid for more than two years ago and if the seller is not an affiliate of the Company. However, some broker-dealers and transfer agents will not accept legal opinion relying on Section 4(a)(1).

Equity Compensation Plan Information

The Company does not have any securities authorized for issuance or outstanding under an equity compensation plan or equity compensation grants made outside of such a plan.

Dividend Policy

We have not paid cash dividends on our common stock and do not plan to pay such dividends in the foreseeable future. Our Board of Directors will determine our future dividend policy on the basis of many factors, including results of operations, capital requirements, and general business conditions.

Unregistered Sales of Equity Securities

During the fiscal year ended June 30, 2023, we have sold securities which are not registered under the Securities Act. These unregistered sales are set forth in the following table:

Name or Class		Date Sold		No. of Securities		Consideration
Common Stock		February 3, 2023		33,333		Issuances of shares in exchange for $2,000 in subscription payments
Common Stock		June 27, 2023		469,600		Issuances of shares in exchange for $21,132 in subscription payments

As more particularly described in “Item 1 – Business” at page 3, on September 23, 2023, the Company entered an agreement with a service provider pursuant to which the Company agreed, among other things, to issue shares of the Company’s common stock valued at 180,000 Swiss Francs (approximately $198,169 U.S. Dollars) based on a price per share of $0.0455 U.S. dollars. Pursuant to this agreement, on October 2, 2023 we issued the service provider 4,476,176 shares of our common stock.

Each of the foregoing transactions was exempt from registration under the Securities Act under Regulation S of the Securities Act as the securities were issued in offshore transactions to persons who are not U.S. Persons as defined by Regulation S under the Securities Act and there were no directed selling efforts made in the United States, and/or under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

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ITEM 6. [Reserved]

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Certain statements in “Management’s Discussion and Analysis and Plan of Financial Condition and Results of Operations” are forward-looking statements that involve risks and uncertainties. Words such as may, will, should, would, anticipates, expects, intends, plans, believes, seeks, estimates and similar expressions identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. You should read the following discussion in conjunction with our financial statements, which are included elsewhere in this Report. We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements. Our actual results could differ materially from those discussed in the forward-looking statements. See “Cautionary Note Regarding Forward Looking Statements” and “Summary of Risk Factors” contained in the forepart of this Report for more information.

Overview

Our principal business focus is seeking to exploit a patent and obtain and exploit future patents for the Smart Shin Guard. We also have early development stage businesses for IoTT, an internet technology business, and InSSIDe World, a clean energy and intelligence, security and defense, as well as GHST Art which to date has been limited to holding 119 pieces of artwork. We have generated nominal revenue and need substantial additional financing to market our services.

Plan of Operation

On June 30, 2020 we obtained the intellectual property rights to the Smart Shin Guard and began efforts to implement our new business model of developing and marketing advanced wearable sports tracking and analysis devices, with an initial focus on soccer. In June 2020 we were issued the U.S. patent for our product, in 2022 we obtained a European patent for Italy, France, Spain, Germany and the United Kingdom and in March 2023 we obtained a Hong Kong patent. While we believe we have sufficient capital to fund our initial operations, we anticipate we will need additional funding to expand our operations and market and sell our product, including for the following expenses:

	·	Develop, test, and improve upon our Smart Shin Guard;
	·	Compensating out management and key personnel;
	·	Obtain the raw materials needed for our manufacturing of our products, including pursuant to contracts with third party suppliers we may enter into to procure the same;
	·	Arrange for the production of Smart Shin Guards and factory and warehouse space for the such production (which we may be required to outsource to a third party or parties);
	·	Develop relationships with soccer leagues, teams and players in order to both locate potential customers and establish business relationships to assist with advertising to the general public;
	·	Develop, maintain and protect our intellectual property rights including patent(s) in applicable jurisdictions;
	·	Communicate with and advocate for our product to FIFA and other soccer leagues and regulators to allow for widespread in-game use of our product in professional settings.

We are currently in the process of developing our product, including by developing software for the artificial intelligence component of the product’s data collection and transmission capabilities. While we expect development to be completed by the end of 2023, this projection is subject to change as our development efforts and previous projections have been delayed over the past three years due to our very limited capital and human resources. Additionally, the smart phone application and the professional kit version of our product are expected to take a longer time to develop than the consumer kit due to the increased complexity of its functionality. These elements of our product continue to be the focal point of our development efforts as of the date of this Report.

Following our product development efforts (and assuming successful completion of the same), we intend to then turn our attention during the next 12 months towards manufacturing the product and establishing a market for selling our product. Because our product focuses on soccer, or “football,” we plan to focus these efforts on countries located in Europe, where the sport is most popular and well-funded, and teams and players may be more likely to subscribe to our offerings. We expect that our ability to have success during this stage will depend on a number of factors which may be beyond our control, including our ability to have patents issued in target jurisdictions, our ability to complete product development and manufacturing efforts on schedule, and our ability to obtain strategic partnerships from professional teams or athletes to assist us in our marketing efforts.

Marketing Plan

Our goal is to develop and expand a market for our Smart Shin Guard both to professional and casual soccer players and teams. With the right people on our side, we intend and hope for the market for our product to grow to a global scale. However, we will need to raise additional capital to fund these business plans, which we may face difficulty doing on acceptable terms or at all. See below under “Liquidity and Capital Resources” for more information.

Headquarters

We are currently headquartered in New York, NY; however our directors and officers are located in Italy and other European countries. We believe our presence in these locations will be useful in initiating our marketing strategy, in which we plan to focus our efforts on European countries and access the U.S. capital markets to fund our operations.

Need for League Approval

As discussed in “Risk Factors,” the Smart Shin Guard’s value, particularly with respect to professional teams and players, will in large part be determined by our ability to obtain approval for in-game use of the product from FIFA, UEFA Champions League, Serie A (Italy), Ligue 1 (France), and the English Premier League, as well as other prominent international and national soccer leagues that attract a significant number of viewers. Management believes that due to our product’s small size and design to be used as a wearable shin guard, which equipment is already used in games, we should be able to obtain such approval, but any difficulties or delays in obtaining this consent from target leagues could result in limitations to the prospective market for our product and/or require us to allocate capital and time towards obtaining such approval.

Critical Accounting Estimates

The methods, estimates, and judgments that we use in applying our accounting policies have a significant impact on the results that we report in our financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. These estimates, which are discussed below, involve certain assumptions that if incorrect could create a material adverse impact on GHST’s results of operations and financial condition.

Such estimates and assumptions impact, among others, the following: the valuation of due from a related party, the valuation of other assets and patents, the fair value of share-based payments and deferred taxes. See Note 2 to the financial statements contained in this Report.

Results of Operations

The following discussion should be read in conjunction with the financial statements and notes thereto included elsewhere in this report. 

Fiscal Year Ended June 30, 2023 Compared to the Fiscal Year Ended June 30, 2022.

We had nominal revenue in the fiscal year ended June 30, 2023 and none in the fiscal year ended June 30, 2022, and we sustained net losses of $116,574 and $3,987,027, respectively, in those periods. Our expenses consisted of general and administrative costs. We do not expect to generate material revenue unless and until we can implement our business plan and begin marketing and selling our product(s) in sufficient quantities, which has been delayed due to a combination of our limited capital resources and external forces resulting in delays in the development of our product, which has and until completed will continue to adversely affect our marketing capabilities. In order to become profitable, we will need to complete the development of a functional product and thereafter establish a sufficient market for our product, including internationally, to offset our development, manufacturing and advertising costs, and our ability to do so will be subject to a number of factors, many of which will be beyond our control.

The FY 2022 net loss resulted from certain adjustments resulting in charges for the period, including a non-cash expense arising from the issuance of approximately 118,663,761 shares of common stock during FY 2022 in satisfaction of indebtedness at an average price per share of approximately $0.0019, below the fair market value of the shares, and a $151,181 impairment of long-lived assets in the 2022 period related to the write-off of patent costs, among other charges.

Liquidity and Capital Resources

Net Cash used by Operating Activities:

For the fiscal year ended June 30, 2023, the Company used net cash of $93,308 in operating activities as compared to $163,028 for the fiscal year ended June 30, 2022. The decrease in cash used in operations was primarily due to deferred revenue of $23,841 in the 2023 period, and a $3,666,441 loss on debts conversion, and a $151,181 impairment of long-lived assets.

Cash Flows from Investing Activities:

For the years ended June 30, 2023 and 2022, the Company had no cash flows from investing activities.

Cash Flows from Financing Activities:

Cash flows from financing activities for the fiscal year ended June 30, 2023 were $132,596 compared to $155,884 for the fiscal year ended June 30, 2022.  The decrease primarily related to a reduction in advances from related parties year-over-year.

We have approximately $12,000 in available cash as of October, 12, 2023, and for the past two years we have been relying on loans and stock purchases from our current investors and related parties to fund our operations. As reflected in the Financial Statements contained elsewhere in this Report, management has expressed substantial doubt about our ability to continue as a going concern during the fiscal year ended June 30, 2023 unless we can raise the required capital or generate material revenue to fund our operations.

We do not have sufficient capital to support our operations for the next 12 months and will dependent upon on the proceeds from a financing, which may consist of sales of our common stock, the issuance of debt securities and/or issuance of securities convertible into shares of our common stock, any of which could have a dilutive effect on our existing shareholders. We intend to continue to raise capital from existing investors and/or to obtain funding from the sale of a minority interest in our subsidiaries if and to the extent possible. We estimate that we will need to raise at least $300,000 in order to meet our working capital needs for the next 12 months. As described elsewhere in this Report, we plan to phase in our expenses and grow our business as working capital is available.

There can be no assurances that we will be able to raise additional capital. The inability to raise capital would adversely affect our ability to achieve our business objectives. In addition, if our operating performance during the next 12 months is below our expectations, our liquidity and ability to operate our business could be adversely affected. We continue to monitor macro-economic factors such as inflationary pressures, continued Federal Reserve interest rate hikes and recessionary fears, as well as trends within our industry, all of which may affect our working capital requirements and ability to raise funding for our operations within the timeframes desired, on favorable terms or at all. See “Risk Factors.”

Significant Accounting Policies and Recent Accounting Pronouncements

Please see the notes to our Financial Statements for information about our Significant Accounting Policies and Recent Accounting Pronouncements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

RISK.

Not required for smaller reporting companies.

applicable.

ITEM 8. FINANCIAL STATEMENTS

See pages F-1 through F-18.

AND SUPPLEMENTARY DATA.

The consolidated financial statements and the other information required by this Item can be found beginning on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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DISCLOSURE.

Not applicable.

ITEM 9A(T).9A. CONTROLS AND PROCEDURES

 (a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Based on theirPROCEDURES.

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 Annual Reportreport. Based on Form 10-K,that evaluation, our Chief Executive Officer and Chief Financial OfficerOfficers have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act) areas of June 30, 2023 were not effective to ensure that information required to be disclosed by us in reportreports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and to ensure that information required to be disclosed by usbecause of a material weakness in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

This company’s management is responsible for establishing and maintainingCompany’s internal controlscontrol over financial reportingreporting. Specifically, the Company did not maintain effective controls and procedures to support the identification of, accounting for, and the evaluation and disclosure controls.of the valuation for impairment of intangible and other assets, the valuation for stock-based non-cash issuances, and revenue recognition including with respect to material contingencies related to the revenue and the deferred liabilities. These weaknesses contributed to certain material adjustments to and the restatement of the Company’s financial statements for FY 2022 and certain periods in FY 2023.

In addition, the Company did not maintain effective controls to identify, and maintain segregation of duties to authorize and approve, support the identification of, accounting for, and the disclosure of related-party transactions and non-routine transactions, as one individual, the Chief Executive Officer, initiates related-party transactions and non-routine transactions and also reviews, evaluates and approves these same transactions.

Changes in Internal Control Over Financial Reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes

There were no changes in accordance with generally accepted accounting principles and includes those policies and procedures that:

1.    Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

2.    Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the registrant; and

3.    Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is appropriately recorded, processed, summarized and reported within the specified time periods.

Management has conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2009 based ondefined in Rule 13a-15(f) or 15d-15(f) under the framework established in Internal Control-Integrated Framework issuedExchange Act that occurred during the period covered by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this assessment, management concludedreport that as of June 30, 2009 it had material weaknesses in its internal control procedures.

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A material weakness is a control deficiency,have materially affected, or combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

As of June 30, 2009, we have concluded thatare reasonably likely to materially affect, our internal control over financial reporting was ineffective as of June 30, 2009.

The Company’s assessment identified certain material weaknesses which are set forth below:

Financial Statement Close Process

During the year ended June 30, 2009, the Company maintained the accounting books and records in two different locations.

There are insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;

There is insufficient supervision and review by our corporate management, particularly relating to complex transactions requiring analysis of equity instruments.

There is a lack of formal process and timeline for closing the books and records at the end of each reporting period.

The Company currently has an insufficient level of monitoring and oversight controls for review and recording of stock issuances, agreements and contracts, including insufficient documentation and review of the selection and application of generally accepted accounting principles to significant non-routine transactions. In addition this has resulted in a lack of controls over the issuance of the Company’s stock which resulted in instances of shares not timely authorized, a transaction where shares were issued in the Company’s name then cancelled and share issuances where determining fair value could be difficult, since the transaction was reviewed during a period after the actual issuance occurred..

These weaknesses restrict the Company’s ability to timely gather, analyze and report information relative to the financial statements.

Entity Level Controls

There are insufficient corporate governance policies. Our corporate governance activities and processes are not always formally documented. Specifically, decisions made by the board to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting our operations and management.

The Company currently has insufficient resources and an insufficient level of monitoring and oversight, which may restrict the Company’s ability to gather, analyze and report information relative to the financial statements in a timely manner, including insufficient documentation and review of the selection and application of generally accepted accounting principles to significant non-routine transactions. In addition, the limited size of the accounting department makes it impractical to achieve and optimum segregation of duties.

There are limited processes and limited or no documentation in place for the identification and assessment of internal and external risks that would influence the success or failure of the achievement of entity-wide and activity-level objectives.

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Functional Controls and Segregation of Duties

There is an inadequate segregation of duties consistent with control objectives. Our company’s management is composed of a small number of individuals resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible.

There is a lack of top level reviews in place to review targets, product development, joint ventures or financing. All major business decisions are carried out by the officers with board of director approval when needed.

Accordingly, as the result of identifying the above material weaknesses we have concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

Management believes that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size. Management believes these weaknesses did not have a material effect on our financial results and intends to take remedial actions upon receiving funding for the company’s business operations.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report herein.

(c) CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

In 2008, we engaged an outside consultant to assist in the financial reporting process and to implement controls and procedures.  Our consultant  is primarily responsible in overseeing the record keeping of the Company’s primary operations, recording complex accounting instruments, such as equity and equity based compensation.  

We are committed to improving our financial organization. As part of this commitment, when funds become available, we intend to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us by preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

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Management believes that preparing and implementing sufficient written policies and checklists will remedy the material weaknesses pertaining to insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result in proper segregation of duties and provide more checks and balances within the department. These personnel will provide the depth of knowledge and time commitment to provide a greater level of review for corporate activities. The appointment of additional outside directors with industry expertise will greatly decrease any control and procedure issues the company may encounter in the future. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. When funds become available, we intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies, including:

1.    We will document a formal code of ethics.

2.    We will revise processes to provide for a greater role of independent board members in the oversight and review until such time that we are adequately capitalized to permit hiring additional personnel to address segregation of duties issues, ineffective controls over the revenue cycle and insufficient supervision and review by our corporate management.

3.    We will continue to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes.

We intend to consider the results of our remediation efforts and related testing as part of our year-end 2010 assessment of the effectiveness of our internal control over financial reporting. Under current rules relating to PCAOB standard number 5, we recognize that our internal controls will require certification of our independent registered public accounting firm

Subsequent to June 30, 2009, we are reviewing our methods and when funds become available we will undertake the following steps to address the deficiencies stated above:

▪	Centralized accounting books and records to one primary location
▪	Development of internal controls and procedures surrounding the financial reporting process, primarily through the use of account reconciliations, and supervision

ITEM 9B. OTHER INFORMATION

None

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INFORMATION.

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following is a list of our directors and executive officers. All directors serve one-year terms or until each of their successors are duly qualified and elected. The officers are elected by the boardBoard of directors.

Directors.

Name			Age			Position(s)
Jean Carlo NardiEdoardo Berti Riboli		54	46			Chief Executive Officer
Paolo Sangiovanni			67			Chief Financial Officer
Marcello Appella			68			Chief Financial Officer
Massimiliano Stella			54			Chief Information Officer
Esterino Castellazzi			73			President and Chairman of the Board of Directors
Gianfranco GracchiGiovanni Lavati		46	58		President,	Secretary, Treasurer and Director
Esterino CastellazziPierangelo Negri		44	85		Vice President and Director
Ennio Bertoli		49		Director
Roberto Cella		59		Director
Nerio Montesel		44		Director
Marco Zambolin		48		Director

Jean Carlo Nardi

Edoardo Berti Riboli has been the Company’s Chief Executive Officer since 2017. Mr. Riboli is a directorlawyer practicing in Rimond Group since January 19, 2009, our2017 located in Milan and Rome, Italy. From 2010 to 2016, Mr. Riboli practiced in Studio Legale Pettinello law firm.

Paolo Sangiovanni has been the Company’s Chief Financial Officer since 2017. Mr. Sangiovanni is the Chief Executive Officer and Chairman of the Board of Alchemy Business Management Ltd. Since September 2009, he has been the Managing Director of Management Asset Planning Ltd. Since 2014, he has been the Chairman of the Board of Mapbiz Holdings SA. From September 2013 to January 2017, he was the Managing Director of Ozone Int. Ltd. Since September 2012 he has been the Managing Director of Mapleton Films Ltd. On May 2016, he was the Chairman of the Board of Acorn Global Partners Ltd.

Marcello Appella has been the Company’s Chief Financial Officer since January 22, 2009 and ourMarch 19, 2019. Since 1996, Mr. Appella is the Chief Executive Officer since August 13, 2009.  Mr. Nardi has practiced business and international law in Europe beginning in 1980.  He is currently a memberowner of a law firm called Change International, which has four offices in Italy and additional offices in Europe and the United States.  Previously, he was a member of Nardi Oppenheim, a Miami, Florida based law firm, Studio Legale Nardi and Associates, Gardenal, Nardi and Associates and the Gardenal Law Firm.  He has professional degrees consisting of a law degree from the University of  Florence, a Master’s Degree in European Law from Bruges, Belgium and a Master’s Degree in Law (LLM) from Tulane University.

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Gianfranco Gracchi ADI Sarl.

Massimiliano Stellahas been the Company’s Chief Information Officer since February 2021. Since July 2020, he has provided services to businesses as a directormanagement and software consultant. From July 2016 to May 2020, he served as President of Ghost since July 16, 2008E-Win S.r.l., a software company focused on enterprise resource planning (ERP) applications. From January 2005 until May 2020, he served as Chief Executive Officer at GoodWorks S.r.l., a software development and our President, Secretary and Treasurer since January 22, 2009.  Since 2000, Mr. Gracchi has been an artist painter and computer science expert.  From 1992 to 1999, he was a manager of ING Bank Italy.  From 1988 through 1992, Mr. Gracchi was a Financial Adviser for Mediolanum Bank.  In 1999, he was the Recruitment Director for three Italian Bank groups.

Ennio Bertoli  has been a director of Ghost since January 19, 2009.  He is currently the manager of CE.DI.VE Spa.  Since 2004, Mr. Bertoli has been a partner and shareholder of LONER srl, FRUMEN srl, and BMP srl.  From 1994 to 2006, Mr. Bertoli built more than 200 apartments for investment.

distribution company.

Esterino Castellazzi has been a directoris President and Chairman of Ghost since July 16, 2008 and vice president sincethe Board of Directors of the Company. Formerly, Mr. Castellazzi served as the Company’s Vice President from July 28, 2008.2008 to 2017. Mr. Castellazzi is the President and Chairman of the Board of Directors since 2017. Since 2004,2016, Mr. Castellazzi has been the liquidator for Contractor Spa. From 2006 to 2016, Mr. Castellazzi served as the Chief Executive Officer of the advertising company Ghost Technology Spa which operates the Defender in certain parts of the European Union. SinceFrom 2004 to 2016, he has beenwas the Chief Executive Officer of Gaved Srl. a publishing company. Mr. Castellazzi iswas also an officer and part owner of the DVD recording company In Service Media Video, Srl.  Additionally, since 1997, Mr. Castellazzi has beenSrl from 2002 to 2016, and was the Chief Executive Officer of the multimedia company M.C. Video Srl.

Roberto Cella Srl from 1997 to 2015. Mr. Castellazzi was appointed a director because of his knowledge of the Company and its business.

Giovanni Lavatihas been a director of Ghostthe Company since July 7, 2009.  From 1994 – 2008,May 13, 2016. Since 2016, Mr. CellaLavati is the Project Manager for Expertise SRL. Mr. Lavati was Operations Director for C.Y.P.C.A.appointed a director because of his experience and skill in Caracas, Venezuela.  He has been Chief Executive Officer of InAsset since September 2007.

Nerio Montesel managing businesses.

Pierangelo Negri has been a director of GhostGHST since January 19, 2009.  He was2017. Since 2000, Mr. Negri has been the Chief Executive Officer and owner of Ghost from November 19, 2008until August 13, 2009.FAPI Service Ltd. Mr. Montesel has over 20 years of experience in real estate investing.  Since 2004, Mr. Montesel has been the President and Chief Executive Officer of LONER srl, FRUMEN srl, and BMP srl.  Additionally, since 2000, Mr. Montesel has been the President of Tec srl.

Marco Zambolin  has beenNegri was appointed a director because of Ghost since January 19, 2009.  From 2005 to 2006, Mr. Zambolin served as a director of Ghost Technology Spahis experience and has served as CEO and President of Primosat s.r.l since 2007.expertise in capital markets.

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Family Relationships

There are no family relationships among our directors or officers.

However, Roberto Castellazzi, the Company’s Operations Manager and Chief Executive Officer and Chairman of the Board of Directors of GHST Sport Inc., is the son of Esterino Castellazzi, the Company’s President and Chairman of the Board of Directors.

Director Independence

Our Board has determined that each of our directors with the exception of Mr. Castellazzi are independent under the Nasdaq Stock Market listing rules.

Committees of the Board of Directors

We presently do not have an audit committee, compensation committee, or other committee or committees performing similar functions, as our board of directors and management believesbelieve that until this pointrecently it has been premature at the early stage of our management andCompany’s business development to form an audit, compensation or other committees.

Each member of our Board considers candidates for directorship and executive officer and director compensation. Presently, our full Board of Directors fill the role of the audit committee.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common stock to file initial reports of ownership and changes in ownership of our common stock and other equity securities with the SEC. These individuals are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of the forms furnished to us, and written representations from reporting persons, we believe that all filing requirements applicable to our officers, directors and 10% beneficial owners were complied with for the fiscal year ended June 30, 2023.

Code of Ethics

Our Board has adopted a Code of Ethics that applies to all of our employees, including our Chief Executive Officer and Chief Financial Officers. Although not required, the Code of Ethics also applies to our directors. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations, including insider trading, corporate opportunities and whistleblowing or the prompt reporting of illegal or unethical behavior. A copy of our Code of Ethics is filed as Exhibit 14.1, and copy of our Insider Trading Policy is filed as Exhibit 19.1, to this Report. .

Shareholder Communications

Although we do not have a formal policy regarding communications with the Board, shareholders may communicate with the Board by writing to us at Ghost Technology,GHST World, Inc., 20801 Biscayne Blvd., Suite 403, Aventura, Florida 33180, Attention: Mr. Gracchi.667 Madison Avenue, 5th Floor, New York, NY 10065. Shareholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and the other equity securities of Ghost. Officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of the forms filed with the SEC, we have determined that JC Nardi, Ennio Bertoli, Roberto Cella and Marco Zambolin have not filed their initial ownership reports on Form 3 and Gianfranco Gracchi and Esterino Castellazzi, JC Nardi and  Roberto Cella  have not filed their Form 4s.

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ITEM 11. EXECUTIVE COMPENSATION

Executive Employment Agreements

COMPENSATION.

Summary Compensation Table

The following information is related toofficers of the Company have not received any compensation paid, distributed ornor accrued by usfrom the Company for the last two fiscal years to our Chief Executive Officer (principal executive officer) at June 30, 2009 and the two other most highly compensated executive officers serving at the endyears.

Director Compensation

The directors of the Company have not received any compensation paid, distributed nor accrued from the Company for the last two fiscal year whose compensation exceeded $100,000 (“Named Executive Officers”).years.

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Name and Principal Position (a)		Year (b)		Salary ($)(c)			Total ($)(j)
Nerio Montesel		2009		$	0		$	0
Chief Executive Officer		2008		$	0		$	0
Gianfranco Gracchi		2009		$	105,494		$	105,494
President		2008		$	20,000		$	20,000

Compensation of Directors

The Company compensates its non-employee directors by paying them 105,494

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENIFICIAL OWENERSBENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS

STOCKHOLDER MATTERS.

The following table sets forth the number of shares of Ghost’sGHST’s voting stock beneficially owned as of February 11, 2010October 5, 2023 by (i) those persons known by GhostGHST to be owners of more than 5% of Ghost’sGHST’s common stock, (ii) each director of Ghost,GHST, (iii) all Named Executive Officers (as defined in Item 6), and (iv) all executive officers and directors of GhostGHST as a group:

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Title of Class		Name and Address of Beneficial Owner		Amount and Nature of Beneficial Owner(1)		Percent of Class (1)
Directors and Executive Officers:
Common Stock		Jean Carlo Nardi(2)(3)		50,000		*
Common Stock		Gianfranco Gracchi(2)(3)(4)		68,432,000		31.1%
Common Stock		Esterino Castellazzi(2)(3)		3,750,000		1.7%
Common Stock		Ennio Bertoli(2)		2,500,000		1.1%
Common Stock		Roberto Cella(2)(5)		100,000		*
Common Stock		Nerio Montesel(2)		23,274,395		10.6%
Common Stock		Marco Zambolin(2)		1,850,000		*
Common Stock		All directors and executive officers as a group (7 persons) (4)		100,406,395		45.6%

Title of Class		Name and Address of Beneficial Owner		Amount and Nature of Beneficial Owner(1)		Percentage of Common Stock+		Percent of Voting Power (1)
Directors and Executive Officers:
Common Stock and Preferred Stock		Esterino Castellazzi(2)(3)(4)		124,939,535		19.2%		44.6%
Common Stock		Edoardo Berti Riboli(3)		0		*		*
Common Stock		Paolo Sangiovanni(3)(5)		100,000		*		*
Common Stock		Giovanni Lavati(2)(3)		17,085,762		13.1%		6.1%
Common Stock		Marcello Appella(3)		0		*		*
Common Stock		Pierangelo Negri(2)		1,000		*		*
Common Stock		Massimiliano Stella(3)		0		*		*
Common Stock		All directors and executive officers as a group (6 persons)		142,126,297		64.7%		50.7%
5% Shareholders:
Common Stock		Alessandro Cristiano(6)		9,461,388		7.3%		3.4%
Preferred Stock		Bank Investments Inc.(7)		1,800		*		16.1%

———————

*   Less than 1%

+ N/A to the Series A (as defined in footnote (1)). As such, shares of Series A and underlying voting power are not included in this percentage.

(1)

*

Less than 1%

(1)	Represents voting power. Applicable percentages are based on 175,396,122130,201,179 shares of common stock and 2,0006,000 shares of Series A Preferred Stock (the “Series A”) with 50,000,000150,000,000 votes outstanding, as of February 11, 2010, adjusted as required by rules of the SEBeneficialSEC beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days after the date of filing this report are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. It does not include options held by our management, which are subject to performance standards. Unless otherwise indicated in the footnotes to this table, GhostGHST believes that each of the shareholders named in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by them. (2)A director.
(2)	A director.
(3)	An executive officer.
(4)
(4)	Includes 18004,000 shares of Series A Preferred Stock (“Series A”) owned by Mr. Gracchi.A. Each share of Series A is entitled to 25,000 votes per share. Does not include 2,000 shares of Series B Preferred Stock which has a liquidation preference of $27.50 per share.
(5)	Represents 100,000 shares of common stock held by Palmetum Business SL, an entity owned and controlled by Mr. Sangiovanni.
(5)(6)	Represents 100,000 stock options.Address is Via Righi 10, Novara (NO) 28010, Italy.
(7)	Consists of 1,800 shares of Series A. Each share of Series A is entitled to 25,000 votes per share. Address is 45 Rockefeller Plaza Suite 2000 NY. Francesco Pegioani is the President of this entity and holds voting and dispositive control of the securities.

24

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ITEM 13. CERTAIN RELATIONSHIPRELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

TheINDEPENDENCE.

From May 7, 2021 to September 20, 2021, the Company has been wholly dependent upon contributiosborrowed a total of capital$8,199.26 from its officers.  ForEsterino Castellazzi, the years endedCompany’s President and Chairman of the Board of Directors. Prior to that, beginning in 2016 through June 30, 2009 and 2008,2020 the Company's officers contributed $311,698 and $418,054, respectivelyCompany borrowed a total of $60,013.14 from these officers.  Subsequent toMr. Castellazzi. As of February 23, 2022, the Company issued Mr. Castellazzi 32,495,535 shares of common stock in satisfaction of this indebtedness.

Beginning in 2016 through June 30, 2009, a Vice President and director contributed another $56,321 to pay professional fees and other expenses. During the years ended June 30, 2009 and 20082020 the Company repaid former officersborrowed a total of $32,538 including $9,975 on July 7, 2019 from Giovanni Lavati, the Company’s director. As of February 23, 2022, the Company approximately $179,000.

Although the Company’s license agreement for the Defender for the United States, Canada and Mexico does not have any explicit conditions as to when it must commence marketing it or as to minimum future revenues,issued Mr. Esterino Castellazzi, an officer and director of the Company, has threatened to cancel the license.  Mr. Castellazzi is the President of an Italian company with rights to the Defender in at least part of the European Union.  The Company’s Chief Executive Officer, an Italian lawyer, believes Mr. Castellazzi has no right to cancel the license.

In October 2007, the Company entered into a Stock Purchase Agreement with Nerio Montesel, currently a director, and former Chief Executive Officer, through which the Company agreed to sell Mr. Montesel 2,000Lavati 17,579,562 shares of Series A Preferred Stock (“Series A”)common stock in exchange for paymentsatisfaction of $400,000.  In July 2008, the Company and Mr. Montesel (together with Mr. Gianfranco Gracchi, the Company’s current President and a director) entered into an agreement through which Mr. Montesel waived certain of the conditions contained in the October 2007 Stock Purchase Agreement.  The sale of the Series A then closed.  In conjunction with the closing, the prior holder of the Series A cancelled the existing 2,000 shares of Series A so that following the closing there still remained 2,000 Series A which shares were then owned by Mr. Montesel.

The Company leases an office in Italy from its President. See “Item 2. Properties.”  Additionally, it has borrowed $28,000 from Ennio Bertoli, a director. See “Item 8.  Financial Statements”, Notes 5 and 8.

25

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this indebtedness.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Ghost’s Board of Directors reviews and approves audit and permissible non-audit services performed by its independent registered public accounting firm, as well as the fees charged for such services. In its review of non-audit service and its appointment of Berman & Company, P.A. as Ghost’s independent registered public accounting firm, the Audit Committee considered whether the provision of such services is compatible with maintaining independence.

All of the services provided and fees charged by BermanSalberg & Company, P.A. in fiscal 2008 and 2009(the “Auditor”) our principal accountant, were approved by our Board of Directors. The following table shows the Audit Committee..

		Fiscal  2008				Fiscal 2009
Audit Fees (1)		$	19,000			$	28,000
Audit Related Fees		$	0			$	0
Tax Fees		$	0			$	0
All Other Fees		$	0			$	0

fees paid to the Auditor for the fiscal years ended June 30, 2023 and 2022.

		Year Ended June 30,
		2023				2022
Audit Fees (1)		$	62,000			$	0
Audit Related Fees			—				—
Tax Fees			—				—
All Other Fees			—				—
Total		$	62,000			$	0

———————

(1)

(1)

Audit fees – these fees relate to the annual audits and quarterly reviews of our consolidated financial statements. The above table does not include fees totaling $35,000 paid to our former auditor for FY 2022, which former auditor was replaced by the Auditor. In addition to the audit for FY 2023, the Auditor re-audited the Company’s financial statements for FY 2022. The fees reflected as paid in FY 2023 represent both the FY 2023 audit and FY 2022 re-audit.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

				Incorporated by Reference						Filed or Furnished
Exhibit #		Exhibit Description		Form		Date		Number		Herewith
2.1		Certificate of Merger		10-K		2/18/2010		3.2
3.1		Amended and Restated Certificate of Incorporation		10-12G		3/9/2021		3.1
3.1(a)		Certificate of Amendment to Certificate of Incorporation (Reverse Stock Split)		10-Q		11/15/2021		3.2
3.1(b)		Certificate of Amendment to Certificate of Incorporation (Decrease in Authorized Capital)		10-Q		11/15/2021		3.3
3.1(c)		Certificate of Designation		10-K		2/18/2010		3.3
3.3		Amended and Restated Bylaws		10-12G		3/9/2021		3.3
10.1		Securities Exchange Agreement dated June 29, 2019+		10-12G		3/9/2021		10.1
10.2		Development Agreement between the Company and Hemar AG dated January 4, 2021**		10-12G/A		4/21/2021		10.2
10.3		Development Agreement between the Company and Applica srl dated February 2, 2021**		10-12G/A		4/21/2021		10.3
14.1		Code of Ethics								Filed
16.1		Letter from Ciro E. Adams, CPA, LLC, dated October 7, 2022		8-K		10/11/2022		16.1
19.1		Insider Trading Policy								Filed
21.1		List of Subsidiaries		10-12G		3/9/2021		21.1
31.1		Certification of Principal Executive Officer (302)								Filed
31.2(a)		Certification of Principal Financial Officer (302)								Filed
31.2(b)		Certification of Principal Financial Officer (302)								Filed
32.1		Certification of Principal Executive and Principal Financial Officers (906)								Furnished*
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)								Filed
101.SCH		Inline XBRL Taxonomy Extension Schema Document								Filed
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document								Filed
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document								Filed
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document								Filed
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document								Filed
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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

** Portions of this exhibit have been omitted as permitted by the rules of the SEC. The information excluded is both (i) treated by the Company as private or confidential and (ii) not material. The Company undertakes to submit a marked copy of this exhibit for review by the SEC staff, to the auditextent it has not been previously provided, and provide supplemental materials to the SEC staff promptly upon request.

+ Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.

Copies of the exhibits referred to above will be furnished at no cost to our annual financial statements.  These fees cover both 2008 and 2009.

26

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PART IV

shareholders who make a written request to GHST World Inc., 667 Madison Avenue, 5th Floor, New York, NY 10065.

ITEM 15.   EXHIBITS.

16. FORM 10-K SUMMARY.

Not applicable.

34

No.

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.

		DescriptionGHST World Inc.
		Incorporated By Reference
Dated:	October 13, 2023	By:	/s/ Edoardo Berti Riboli
			Edoardo Berti Riboli, Chief Executive Officer
			(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated:	October 13, 2023	By:	/s/ Edoardo Berti Riboli
			Edoardo Berti Riboli, Chief Executive Officer
			(Principal Executive Officer)
Dated:	October 13, 2023	By:	/s/ Marcello Appella
			Marcello Appella, Chief Financial Officer
			(Principal Financial Officer)
Dated:	October 13, 2023	By:	/s/ Paolo Sangiovanni
			Paolo Sangiovanni, Chief Financial Officer
			(Principal Financial Officer)
Dated:	October 13, 2023	By:	/s/ Giovanni Lavati
			Giovanni Lavati, Chief Accounting Officer (Principal Accounting Officer), Director
Dated:	October 13, 2023	By:	/s/ Esterino Castellazzi
			Esterino Castellazzi, Director
Dated:	October 13, 2023	By:	/s/ Pierangelo Negri
			Pierangelo Negri, Director
3.1		Certificate of Incorporation		Filed with this report
3.2		Certificate of Merger		Filed with this report
3.3		Certificate of Designation		Filed with this report
3.4		Certificate for Renewal and Revival of Charter		Filed with this report
3.5		Amendment to the Certificate of Incorporation		Filed with this report
3.6		Certificate of Correction to the Certificate of Incorporation		Filed with this report
3.7		Certificate of Amendment to Certificate of Incorporation		Filed with this report
3.8		Amended and Restated Bylaws		Filed with this report
10.4		Defender Agreement		Filed with this report
31.1		Certification of Principal Executive Officer and Principal Financial Officer (Section 302)		Filed with this report
32.1		Certification of Principal Executive Officer and Principal Financial Officer (Section 906)		Furnished with this report

27

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GHOST TECHNOLOGY,

GHST WORLD, INC. AND SUBSIDIARY

 (A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

JUNE 30, 20092023 AND 2008

F-1

---

CONTENTS

2022 (As Restated)

INDEX TO FINANCIAL STATEMENTS

	Page(s)Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 106)	F-2 - F-3
Consolidated Balance Sheets –    As of June 30, 20092023 and 20082022 (As Restated)	F-4
Consolidated Statements of Operations –    For the Years Ended June 30, 20092023 and 2008 and for the Period from November 12, 1999 (inception) to June 30, 2009 2022 (As Restated)	F-5
Consolidated StatementStatements of Changes in Stockholders’ Equity (Deficit)Deficit –    For the Years Ended June 30, 20092023 and 2008 and for the Period from November 12, 1999 (inception) to June 30, 2009 2022 (As Restated)	F-6
Consolidated Statements of Cash Flows –    For the Years Ended June 30, 20092023 and 2008 and for the Period from November 12, 1999 (inception) to June 30, 2009 2022 (As Restated)	F-7
Notes to Consolidated Financial Statements for the Years Ended June 30, 2009 and 2008 (As Restated)	F-8 - F-18F-14

F-2

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of:

Ghost Technology,

GHST World, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Ghost Technology,GHST World, Inc. and subsidiary (a development stage company)Subsidiaries (the “Company”) as of June 30, 20092023 and 2008, and2022, the related consolidated statements of operations, changes in stockholders’ equity (deficit)deficit, and cash flows, for each of the two years in the period ended June 30, 20092023, and 2008the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2023 and 2022, and the consolidated results of its operations and its cash flows for each of the two years in the period from November 12, 1999 (inception) toended June 30, 2009.2023, in conformity with accounting principles generally accepted in the United States of America.

Restatement

As discussed in Note 9 to the consolidated financial statements, the 2022 consolidated financial statements, as originally audited by a predecessor auditor, have been restated to correct certain errors.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has a net loss and cash used in operations of $116,574 and $93,308, respectively, in 2023 and a working capital deficit, shareholders’ deficit and accumulated deficit of $121,513, $121,513 and $13,370,665 respectively, at June 30, 2023. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plan in regard to these matters is also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on thesethe Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. OurAs part of our audits included considerationwe are required to obtain an understanding of internal control over

2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431

Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920

www.salbergco.com • info@salbergco.com

Member National Association of Certified Valuation Analysts • Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide •Member Center for Public Company Audit Firms

F-2

financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion,

Critical Audit Matters

The critical audit matters communicated below are matters arising from the financial statements referred to above present fairly, in all material respects,current period audit of the consolidated financial positionstatements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined there were no critical audit matters.

/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.

We have served as the Company’s auditor since 2022.

Boca Raton, Florida

October 13, 2023

GHST World Inc.

Consolidated Balance Sheets

		June 30, 2023				June 30, 2022
						(As Restated)
Assets
Current Assets
Cash		$	39,495			$	206
Total Current Assets			39,495				206
Total Assets		$	39,495			$	206
Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable and accrued expenses		$	1,112			$	1,686
Advances from related parties			126,496				89,967
Common stock payable			9,559				9,559
Deferred revenue			23,841				—
Total Current Liabilities			161,008				101,212
Commitments and Contingencies (Note 8)			—				—
Stockholders’ Deficit
Preferred stock, $0.001 par value; 10,000,000 shares authorized;
Series A, 6,000 shares issued and outstanding at June 30, 2023 and 2022			6				6
Series B, 2,200 shares issued and outstanding at June 30, 2023 and 2022			2				2
Common stock, $0.001 par value, 300,000,000 shares authorized;125,725,003 and 124,430,534 shares issued at June 30, 2023 and 2022			125,725				124,431
Additional paid-in-capital			13,123,419				13,028,646
Accumulated deficit			(13,370,665	)			(13,254,091	)
Total Stockholders’ Deficit			(121,513	)			(101,006	)
Total Liabilities and Stockholders' Deficit		$	39,495			$	206

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

GHST World Inc. and subsidiary (a development stage company) as

Consolidated Statements of Operations

		For the Years Ended June 30,
		2023				2022
						(As Restated)
Revenues		$	3,078			$	—
Operating expenses:
General and administrative expenses			114,622				165,223
Impairment of long-lived assets (Notes 3 and 4)			—				154,181
Patent development costs			4,803				—
Total operating expenses			119,425				319,404
Other Income(expense):
Foreign exchange gain (loss)			(227	)			668
Interest Expense			—				(150	)
Loss on change in fair value of debts			—				(1,700	)
Loss on debt conversion (Note 5)			—				(3,666,441	)
Total Other Income (expense)			(227	)			(3,667,623	)
Net loss		$	(116,574	)		$	(3,987,027	)
Net loss per common share
- basic		$	(0.00	)		$	(0.07	)
- diluted		$	(0.00	)		$	(0.07	)
Weighted average number of common shares outstanding
- basic			125,042,819				54,032,711
- diluted			125,042,819				54,032,711

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

GHST World Inc.

Consolidated Statement of Changes in Stockholders' Deficit

For the Years Ended June 30, 20092023 and 2008,2022 (as Restated)

		Preferred Stock								Preferred Stock																Additional								Total
		Series A								Series B								Common Stock								Paid in				Accumulated				Stockholders'
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Deficit
Balance June 30, 2021			6,000			$	6				2,200			$	2				5,239,832			$	5,240			$	9,174,792			$	(9,267,064	)		$	(87,024	)
Issuance of common stock in exchange for debt			—				—				—				—				118,663,761				118,664				3,773,036				—				3,891,700
Issuance of common stock for cash			—				—				—				—				526,941				527				80,818				—				81,345
Net loss for the year ended June 30, 2022			—				—				—				—				—				—				—				(3,987,027	)			(3,987,027	)
Balance June 30, 2022 (As Restated)			6,000			$	6				2,200			$	2				124,430,534			$	124,431			$	13,028,646			$	(13,254,091	)		$	(101,006	)
Issuance of common stock for cash			—				—				—				—				1,294,469				1,294				94,773				—				96,067
Net loss for the year ended June 30, 2023			—				—				—				—				—				—				—				(116,574	)			(116,574	)
Balance June 30, 2023			6,000			$	6				2,200			$	2				125,725,003			$	125,725			$	13,123,419			$	(13,370,665	)		$	(121,513	)

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

GHST World Inc.

Consolidated Statements of Cash Flows

		For the Years Ended June 30,
		2023				2022
						(As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(116,574	)		$	(3,987,027	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of long-lived assets			—				154,181
Loss on debt conversion			—				3,666,441
Loss on change in fair value of debt			—				1,700
Bad debt - related party							14,521
Changes in operating assets and liabilities:
Accounts payable and accrued expenses			(574	)			(12,844	)
Deferred revenue			23,841				—
Net Cash Used In Operating Activities			(93,308	)			(163,028	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties			36,529				59,205
Increase in common stock payable			—				15,334
Issuance of common stock for cash			96,067				81,345
Net Cash Provided By Financing Activities			132,596				155,884
Net increase (decrease) in cash			39,288				(7,144	)
Cash - beginning of year			206				7,350
Cash - end of year		$	39,494			$	206
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		$	—			$	225,259

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

GHST WORLD, INC.

Notes to Consolidated Financial Statements

June 30, 2023 and 2022 (As Restated)

NOTE 1- ORGANIZATION AND DESCRIPTION OF BUSINESS

Background

GHST World Inc. (“the Company”), is a Delaware corporation that was incorporated on November 12, 1999. The Company is a holding company for various technology and other activities. The Company has acquired and is developing several patents in the technology sector.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Liquidity and Going Concern

The consolidated resultsfinancial 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 its operationsbusiness for the foreseeable future. The Company had net losses of $116,574 and its cash flows$3,987,027 for the years ended June 30, 20092023 and 20082022. The Company has accumulated deficits of $13,370,665 and $13,254,091 at June 30, 2023 and 2022, respectively and a stockholders’ deficit of $121,513 and $101,006 as of June 30, 2023 and 2022. The Company used $93,308 and $163,028 in cash flow from operating activities for the period from November 12, 1999 (inception) toyears ended June 30, 2009,2023 and 2022.

Management believes these conditions raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. The ability to continue as a going concern is dependent upon profitable future operations, positive cash flows, and additional financing. These consolidated financial statements do not include any adjustments related to the recovery and classification of recorded asset amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

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

Principles of Consolidation

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

·

GHST Art World, Inc

·

GHST Sport Inc.

·

IoTT World Inc.

·

Insside World Inc.

All intercompany balances and transactions have been eliminated in consolidation.

Concentrations

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

The Company currently receives all its revenues from one customer and all the deferred revenues from another customer. The company is dependent on it chairman of the Board for short term funding, who has provided a significant portion of the funding through June 30, 2023.

F-8

GHST WORLD, INC. Notes to Consolidated Financial Statements June 30, 2023 and 2022 (As Restated)

Foreign Currency

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

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Company has a net loss of $463,470 and net cash used in operations of $116,544 for the year ended June 30, 2009; and has a working capital and stockholders’ deficit of $56,876 at June 30, 2009. These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plan in regards to these matters is also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Berman & Company, P.A.

Boca Raton, Florida

February 13, 2010

F-3

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Ghost Technology, Inc. and Subsidiary
(A Development Stage Company)
Consolidated Balance Sheets
		June 30, 2009				June 30, 2008
Assets
Current Assets
Cash		$	6			$	4,189
Total Current Assets			6				4,189
Total Assets		$	6			$	4,189
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Due to related parties		$	12,500			$	-
Due to former related parties			28,000				24,265
Accrued expenses			16,382				-
Total Current Liabilities			56,882				24,265
Stockholders’ Equity (Deficit)
Preferred stock, Series "A", $0.001 par value; 5,000,000 shares authorized;
2,000 shares issued and outstanding			2				2
Common stock, $0.001 par value, 300,000,000 shares authorized;
175,281,122 and 174,700,039 shares issued and outstanding			175,281				174,700
Additional paid in capital			5,732,620				5,362,331
Stock subscription receivable			-				(55,800	)
Deficit accumulated during the development stage			(5,964,779	)			(5,501,309	)
Total Stockholders’ Equity Deficit			(56,876	)			(20,076	)
Total Liabilities and Stockholders' Equity (Deficit)		$	6			$	4,189

See accompanying notes to financial statements

F-4

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Ghost Technology, Inc. and Subsidiary
(A Development Stage Company)
Consolidated Statements of Operations
										For the Period from
		For the Years Ended June 30,								November 12, 1999 (inception) to
		2009				2008				June 30, 2009
General and administrative expenses		$	463,470			$	4,717,143			$	5,964,779
Net loss		$	(463,470	)		$	(4,717,143	)		$	(5,964,779	)
Net loss per common share - basic and diluted		$	(0.00	)		$	(0.17	)		$	(0.24	)
Weighted average number of common shares outstanding during the period - basic and diluted			174,342,471				27,728,790				24,584,727

See accompanying notes to financial statements

F-5

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Ghost Technology, Inc. and Subsidiary
(A Development Stage Company)
Consolidated Statement of Changes in Stockholders' Equity (Deficit)
For the Years Ended June 30, 2009 and 2008 and for the Period from
November 12, 1999 (Inception) to June 30, 2009
																										Deficit
																										Accumulated
		Preferred Stock																				Stock				During				Total
		Series A								Common Stock, $.001 Par Value								Additional				Subscription				Development				Stockholders'
		Shares				Amount				Shares				Amount				Paid in Capital				Receivable				Stage				Equity (Deficit)
Issuance of common stock for cash - related parties - founder shares ($0.001/share)			-			$	-				1,800,000			$	1,800			$	-			$	-			$	-			$	1,800
Issuance of common stock for cash ($0.05/share)			-				-				840,000				840				41,160				-				-				42,000
Net loss, period ended December 31, 1999			-				-				-				-				-				-				(12,460	)			(12,460	)
Balance - December 31, 1999			-				-				2,640,000				2,640				41,160				-				(12,460	)			31,340
Issuance of common stock for cash ($0.05/share)			-				-				371,300				371				18,194				-				-				18,565
Net loss, 2000			-				-				-				-				-				-				(20,985	)			(20,985	)
Balance - December 31, 2000			-				-				3,011,300				3,011				59,354				-				(33,445	)			28,920
Contributed capital - related party			-				-				-				-				6,250				-				-				6,250
Net loss, 2001			-				-				-				-				-				-				(20,255	)			(20,255	)
Balance - December 31, 2001			-				-				3,011,300				3,011				65,604				-				(53,700	)			14,915
Stock issued for services - related party ($0.50/share)			2,000				2				-				-				998				-				-				1,000
Net loss, 2002			-				-				-				-				-				-				(22,165	)			(22,165	)
Balance December 31, 2002			2,000				2				3,011,300				3,011				66,602				-				(75,865	)			(6,250	)
Issuance of common stock for cash ($0.21/share)			-				-				324,171				324				69,280				-				-				69,604
Stock issued for services ($0.10/share)			-				-				2,431,328				2,431				240,701				-				-				243,132
Net loss for the six month ended June 30, 2003			-				-				-				-				-				-				(481,262	)			(481,262	)
Balance - June 30, 2003			2,000				2				5,766,799				5,767				376,583				-				(557,127	)			(174,776	)
Net loss Year ended June 30, 2004			-				-				-				-				-				-				(55,922	)			(55,922	)
Balance - June 30, 2004			2,000				2				5,766,799				5,767				376,583				-				(613,049	)			(230,698	)
Net loss for the year ended June 30, 2005			-				-				-				-				-				-				(192	)			(192	)
Balance - June 30, 2005			2,000				2				5,766,799				5,767				376,583				-				(613,241	)			(230,890	)
Net loss for the year ended June 30, 2006			-				-				-				-				-				-				(192	)			(192	)
Balance - June 30, 2006			2,000				2				5,766,799				5,767				376,583				-				(613,433	)			(231,082	)
Net loss for year ended June 30, 2007			-				-				-				-				-				-				(170,733	)			(170,733	)
Balance - June 30, 2007			2,000				2				5,766,799				5,767				376,583				-				(784,166	)			(401,815	)
Issuance of common stock for cash ($0.024/share)			-				-				6,723,000				6,723				153,752				(55,800	)			-				104,675
Issuance of common stock for license ($0.028/share)			-				-				102,000,000				102,000				2,775,547				-				-				2,877,547
Stock issued for services ($0.028)/share			-				-				60,210,240				60,210				1,638,396				-				-				1,698,606
Net loss for the year ended June 30, 2008			-				-				-				-				-				-				(4,717,143	)			(4,717,143	)
Contributed capital - related party			-				-				-				-				418,054				-				-				418,054
Balance - June 30, 2008			2,000				2				174,700,039				174,700				5,362,331				(55,800	)			(5,501,309	)			(20,076	)
Issuance of common stock for cash ($1.00/share)			-				-				40,297				40				40,286				-				-				40,326
Stock issued for services ($0.028/share)			-				-				490,786				491				13,355				-				-				13,846
Stock issued for services ($0.10/share)			-				-				50,000				50				4,950				-				-				5,000
Cash from stock subscriptions			-				-				-				-				-				55,800				-				55,800
Contibuted capital - related party			-				-				-				-				311,698				-				-				311,698
Net loss for the year ended June 30, 2009			-				-				-				-				-				-				(463,470	)			(463,470	)
Balance - June 30, 2009			2,000			$	2				175,281,122			$	175,281			$	5,732,620			$	-			$	(5,964,779	)		$	(56,876	)

See accompanying notes to financial statements

F-6

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Ghost Technology, Inc. and Subsidiary
(A Development Stage Company)
Consolidated Statements of Cash Flows
		For the Years Ended June 30,								For the period from November 12, 1999 (Inception) to
		2009				2008				June 30, 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(463,470	)		$	(4,717,143	)		$	(5,964,779	)
Adjustments to reconcile net loss to net cash used in operating activities
Stock issued for services			18,846				1,698,606				1,961,584
Stock issued for license			-				2,877,547				2,877,547
Depreciation			-				-				5,667
Impairment of long lived assets			-				-				128,700
Non-cash general and administrative expenses - contributed by related party			311,698				18,054				336,002
Changes in operating assets and liabilities
Accrued expenses payable			16,382				(202,681	)			16,382
Net Cash Used In Operating Activities			(116,544	)			(1,325,617	)			(638,897	)
CASH FLOWS USED FROM INVESTING ACTIVITIES
Purchase of fixed assets			-				-				(134,367	)
Net Cash Used In Investing Activities			-				-				(134,367	)
CASH FLOWS FROM FINANCING ACTIVITIES
Contributed capital - related party			-				400,000				400,000
Proceeds from related party loans			12,500				-				12,500
Proceeds (repayments) - former related parties			3,735				(183,030	)			28,000
Proceeds from sale of common stock and subscription receivable			96,126				104,675				332,770
Net Cash Provided By Financing Activities			112,361				321,645				773,270
Net increase (decrease) in cash			(4,183	)			(3,972	)			6
Cash - beginning of year/period			4,189				8,161				-
Cash - end of year/period		$	6			$	4,189			$	6
Supplemental Disclosure of Cash Flow Information
Cash paid during the year/period for:
Interest		$	-			$	-			$	-
Taxes		$	-			$	-			$	-

See accompanying notes to financial statements

F-7

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Ghost Technology, Inc. and Subsidiary

 (A Development Stage Company)

Notes to Consolidated Financial Statements

For the Years Ended June 30, 2009 and 2008 and for the Period from

November 12, 1999 (inception) to June 30, 2009

Note 1 Nature of Operations

Nature of operations and U.S. Securities and Exchange Commission Notification

Ghost Technology, Inc. (“the Company”), formerly IA Europe Group Inc. (“IAEG”), is a Delaware Corporation that was incorporated on November 12, 1999. The Company previously filed U.S. Securities and Exchange Commission (“SEC”) filings as General Telephony.com, Inc. (“GTI”) prior to its name change.  On December 6, 2002, IAEG merged with GTI, in a transaction treated as a reverse acquisition and recapitalization. On January 16, 2008, the Company changed its name to Ghost Technology, Inc.

In November 2008, the Company has licensed the technology for a product known as “Defender" - an electronic device, which is directly integrated in a television set. It maintains all the basic functions of a television, but as soon as advertisements are broadcast, the “Defender" changes the TV channel to stored advertisements that are directed to the viewer based on previously determined content.  The license covers the Unites States, Canada and Mexico. The Company believes that under Italian law, which governs the acquisition agreement, it acquired ownership of the intellectual property rights for the three countries.

The Company’s prior fiscal year end was December 31, 2002.  Beginning June 30, 2003, the Company changed its year-end to June 30.

On April 20, 2009, the SEC ordered an administrative hearing pursuant to Section 12(J) of the Securities Exchange Act of 1934 due to the Company’s delinquency in filing prior quarterly and annual reports. The Company did not contest the proceeding. No final order has been issued by the SEC. The Company intends to file all required filings in a timely manner during 2010.

Note 2 Summary of Significant Accounting Policies

Principles of Consolidation

All significant intercompany accounts and transactions have been eliminated in consolidation.

Development stage

The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include negotiating distribution agreements and marketing the territory for distribution outlets for the product.  The Company, while seeking to implement its business plan, will look to obtain additional debt and/or equity related funding opportunities. The Company has not generated any revenues since inception.

F-8

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Ghost Technology, Inc. and Subsidiary

 (A Development Stage Company)

Notes to Consolidated Financial Statements

For the Years Ended June 30, 2009 and 2008 and for the Period from

November 12, 1999 (inception) to June 30, 2009

Use of estimates

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

Such estimates and assumptions impact, among others, the following: the valuation of due from a related party, the valuation of other assets and patents, the fair value of share-based payments and deferred taxes.

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

Cash

Cash and cash equivalents

are amounts held at banks. The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.  There were had no cash equivalents at June 30, 20092023 or 2022.

Risks and 2008, respectively.

Uncertainties

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At June 30, 2009 and 2008, respectively, the balance did not exceed the federally insured limit.

Risks and uncertainties

The Company operates in an industryis undertaking a new business venture that is subject to intense competition and change in consumer demand. The Company's operations areinherently subject to significant riskrisks and uncertainties, including financial, operational, technological and operationalother risks including the potentialthat could potentially have a risk of business failure. Also, see Note 3 regarding going concern matters.

Segment information

During 2009 and 2008, the Company only operated in one segment; therefore, segment information has not been presented.

F-9

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Ghost Technology, Inc. and Subsidiary

 (A Development Stage Company)

Notes to Consolidated Financial Statements

For the Years Ended June 30, 2009 and 2008 and for the Period from

November 12, 1999 (inception) to June 30, 2009

Share Based Payments

Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights, are measured at their fair value on the awards’ grant date, and based on the estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense.

Earnings per share

Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive.

The computation of basic and diluted loss per share for the years ended June 30, 2009 and 2008, and for the period from November 12, 1999 (inception) to June 30, 2009, are equivalent since the Company has had continuing losses.  

Revenue Recognition

The Company also had no common stock equivalents.

Income Taxes

The Company accounts for income taxes under the liability method.  Deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will berecognizes revenue in effect when the differences are expected to reverse.

The Company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments.  At June 30, 2009 and 2008, respectively, the Company did not record any liabilities for uncertain tax positions.

F-10

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Ghost Technology, Inc. and Subsidiary

 (A Development Stage Company)

Notes to Consolidated Financial Statements

For the Years Ended June 30, 2009 and 2008 and for the Period from

November 12, 1999 (inception) to June 30, 2009

Recent accounting pronouncements

The Company adopted an accounting standard update regarding the determination of the useful life of intangible assets. As codified in ASC 350-30-35, this update amends the factors considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under intangibles accounting. It also requires a consistent approach between the useful life of a recognized intangible asset under prior business combination accounting and the period of expected cash flows used to measure the fair value of an asset under the new business combinations accounting (as currently codified under ASC 850). The update also requires enhanced disclosures when an intangible asset’s expected future cash flows are affected by an entity’s intent and/or ability to renew or extend the arrangement. The adoption did not have a material impact on the Company’s financial statements.

The Company adopted a new accounting standard for subsequent events, as codified in ASC 855-10. The update modifies the names of the two types of subsequent events either as recognized subsequent events (previously referred to in practice as Type I subsequent events) or non-recognized subsequent events (previously referred to in practice as Type II subsequent events). In addition, the standard modifies the definition of subsequent events to refer to events or transactions that occur after the balance sheet date, but before the financial statements are issued (for public entities) or available to be issued (for nonpublic entities). It also requires the disclosure of the date through which subsequent events have been evaluated. The update did not result in significant changes in the practice of subsequent event disclosures, and therefore the adoption did not have a material impact on the Company’s financial statements.

The Company adopted the Financial Accounting Standards Board (“FASB”)accordance with Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes606, the FASB Accounting Standards Codification (the “Codification”) as the sourcecore principle of authoritative accounting principles recognized by the FASBwhich is that an entity should recognize revenue to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.

F-11

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Ghost Technology, Inc. and Subsidiary

 (A Development Stage Company)

Notes to Consolidated Financial Statements

For the Years Ended June 30, 2009 and 2008 and for the Period from

November 12, 1999 (inception) to June 30, 2009

The Company adopted FASB ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that preventsdepict the transfer of a liability. ASU 2009-05 also clarifies that both a quoted pricepromised goods or services to customers in an active marketamount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. The Company recognizes revenue for its services for contracts with customers at a point in time when the identical liability at the measurement date and the quoted price for the identical liabilityservices are completed. Payments received from customers in advance of when tradedservices are completed are reflected as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material impactdeferred revenue on the Company’s resultsaccompanying consolidated balance sheets.

Fair Value

The carrying value of operations or financial condition.

Note 3 Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $463,470cash, other asset, accounts and net cash used in operations of $116,544 for the year ended June 30, 2009; and has a working capital and stockholders’ deficit of $56,876 at June 30, 2009.

The Company is in the development stage. Further, losses from operations are continuing subsequent to June 30, 2009, and the Company anticipates that it will continue to generate significant losses from operations in the near future. The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future.  There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The Company also has received an administrative order from the U.S. Securities and Exchange Commission that could affect its ability to become a publicly traded company.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue its operations is dependent on Management's plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.  The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence.

F-12

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Ghost Technology, Inc. and Subsidiary

 (A Development Stage Company)

Notes to Consolidated Financial Statements

For the Years Ended June 30, 2009 and 2008 and for the Period from

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

In response to these problems, management has taken the following actions:

	●   seeking additional third party debt and/or equity financing,
	●   continue with development of the Defender; and
	●   advertise and market the Defender product so that revenues can be generated.

Note 4 Fair Value

The Company will categorize assets and liabilities recorded atpayable approximate their fair value based uponon the liquidity or the short-term maturities of these instruments. The fair value hierarchy specifiedpromulgated by GAAP.

The levelsGAAP consists of fair value hierarchy are as follows:

three levels:

●   ·

Level 1 inputs utilize unadjusted quotedone — Quoted market prices in active markets for identical assets or liabilitiesliabilities;

	·	Level two — Inputs other than level one inputs that the Company has the ability to access;
	●   Level 2 inputs utilize other-than-quoted prices that are observable, either directly or indirectly. indirectly observable; and

·

Level 2three — Unobservable inputs include quoted prices for similar assetsdeveloped using estimates and liabilities in active markets,assumptions, which are developed by the reporting entity and inputs such as interest rates and yield curvesreflect those assumptions that are observable at commonly quoted intervals; anda market participant would use.

	●   Level 3 inputs are unobservable and are typically based on our own assumptions, including situations where there is little, if any, market activity.F-9

GHST WORLD, INC. Notes to Consolidated Financial Statements June 30, 2023 and 2022 (As Restated)

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the Company categorizes such financial

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 years ended June 30, 2023 and 2022.

Intangible Assets

The Company capitalizes external costs, such as filing fees, associated attorney fees, and patent acquisition fees, incurred to obtain issued patents and patent license rights. The Company expenses costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. Once a patent is granted, the Company will amortize capitalized patent costs for internally generated patents on a straight-line basis over seven years, which represents the estimated useful lives of the patents. Amortization is recorded on a straight-line basis over the seven-year estimated useful life. The seven-year estimated useful life for internally generated patents is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’smanagement’s assessment of such factors as the significanceintegrated 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 particular input torange of outcomes. The appraisals consider the fair value measurementlikelihood of possible outcomes in its entirety requires judgment and considers factors specific todetermining the asset or liability.

Both observable and unobservable inputs may be used to determinebest estimate for the fair value of positions thatthe assets.

Research and Development

After impairment of patents, the Company is expensing all additional patent cost as “Patent development costs”.

Income Taxes

Deferred tax assets and liabilities are classified withinrecognized for the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category would be presented in a table, which may include changes in fair value that werefuture tax consequences attributable to both observabletemporary differences between the financial statement carrying amounts of existing assets and unobservable inputs.

There were no instruments requiring a fair value classification at June 30, 2009liabilities and 2008, respectively.

F-13

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Ghost Technology, Inc.the respective tax bases. Deferred tax assets, including tax loss and Subsidiary

 (A Development Stage Company)

Notescredit carryforwards, and liabilities are measured using enacted tax rates expected to Consolidated Financial Statements

Forapply to taxable income in the Years Ended June 30, 2009 and 2008 and for the Period from

Note 5 Related Party Transactions

(A)	Due to related parties

years in which those temporary differences are expected to be recovered or settled. The Company’s officers and certain stockholders have advanced funds, or paid corporate expenseseffect on behalf of the Company, on an as needed basis. As of June 30, 2009 and 2008, the Company owed $12,500 and $0, respectively. These advances are non-interest bearing, unsecured and due on demand.

(B)	Due to former related parties

Former related parties consist of those individuals that were officers prior to a private stock transaction during October 2007. In connection with this private transaction, the Company’s former Chief Executive Officer sold his ownership in 2,000 shares of preferred stock, that due to super voting rights, allowed for a change in control due to a transfer in voting control (See Note 8(B))

At June 30, 2009 and 2008, these former related parties were owed $28,000 and $24,265, respectively.

Note 6 Income Taxes

The Company recognized deferred tax assets and liabilities for bothof a change in tax rates is recognized in income in the expected impact of differences betweenperiod that includes the financial statements andenactment date. Deferred income tax expense represents the change during the period in the deferred tax basis of assets and liabilities, and for the expected futuredeferred tax benefit to be derived fromliabilities. Deferred tax losses and tax credit carryforwards.  The Company will establishassets are reduced by a valuation allowance to reflectwhen, in the likelihoodopinion of realization of deferred tax assets.

The Company has a net operating loss carryforwards for tax purposes totaling approximately $1,100,000 at June 30, 2009, expiring through 2029. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership).  Temporary differences, which give rise to a net deferred tax asset, are as follows:

Significant deferred tax assets at June 30, 2009 and 2008 are approximately as follows:

		2009				2008
Gross deferred tax assets:
Net operating loss carryforwards		$	(417,000	)		$	(254,000	)
Total deferred tax assets			417,000				254,000
Less: valuation allowance			(417,000	)			(254,000	)
Net deferred tax asset recorded		$	-			$	-

F-14

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Ghost Technology, Inc. and Subsidiary

 (A Development Stage Company)

Notes to Consolidated Financial Statements

For the Years Ended June 30, 2009 and 2008 and for the Period from

The valuation allowance at June 30, 2008 was approximately $254,000. The net change in valuation allowance during the year ended June 30, 2009 was an increase of approximately $164,000.  In assessing the realizability of deferred tax assets, management, considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized.

The ultimate realizationeffect of deferred income tax assetspositions is dependent uponrecognized only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the generationlargest amount that is greater than 50% likely of future taxable incomebeing realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

F-10

GHST WORLD, INC. Notes to Consolidated Financial Statements June 30, 2023 and 2022 (As Restated)

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 measurement date which is typically the grant date. For stock based conversions or stock based debt settlements, the value is based on the conversion or settlement date.

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 in which those temporary differences become deductible.  Management considerspresented. Diluted net loss per common share is computed using the scheduled reversalweighted average number of deferred income tax liabilities, projected future taxable income,common shares outstanding for the period, and, tax planning strategies in making this assessment.   Based on considerationif dilutive, potential common shares outstanding during the period. Potential common shares consist of these items, management has determined that enough uncertainty exists relative toincremental common shares issuable upon the realizationexercise of the deferred income tax asset balances to warrant the application of a full valuation allowance as of June 30, 2009.

The actual tax benefit differsstock options, stock warrants, convertible debt instruments or other common stock equivalents. Potentially dilutive securities are excluded from the expected tax benefitcomputation if their effect is anti-dilutive. The Company had no potentially dilutive securities outstanding for the years ended June 30, 20092023 and 2008 (computed by applying2022.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that are expected to have a material effect on the U.S. Federal Corporate tax rate of 34% to income before taxes and 5.5% for State income taxes, a blended rate of 37.63%) approximately as follows:

		2009				2008
Expected tax expense (benefit) – Federal		$	(149,000	)		$	(1,516,000	)
Expected tax expense (benefit) – State			(25,000	)			(259,000	)
Non-deductible stock compensation			7,000				1,722,000
Meals and entertainment			3,000				3,000
Change in Valuation Allowance			164,000				50,000
Actual tax expense (benefit)		$	-			$	-

Note 7 Contingencies

From time to time,Company's financial statements.

NOTE 3 – OTHER ASSETS

On June 29, 2019, the Company may become involved in various lawsuitsacquired all the stock of GHST Art World, Inc, a Florida corporation, whose primary assets consisted of 119 art paintings and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business.reproductions. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results.

F-15

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Ghost Technology, Inc. and Subsidiary

 (A Development Stage Company)

Notes to Consolidated Financial Statements

For the Years Ended June 30, 2009 and 2008 and for the Period from

Note 8 Stockholders’ Deficit

(A)	Common Stock Issuances

In November 1999, the Company issued 1,800,000 434,780 shares of common stock and paid $15,000 in cash to effectuate the acquisition. The Company valued the stock at the fair market value of the stock on the date of issuance or approximately $0.23 per share for a total purchase price of $115,000. The entire purchase price was allocated to the art and no goodwill was recorded.

On June 30, 2022, the Company’s management determined that the carrying value of the assets were impaired as there had been no third-party sales of such artwork since acquisition and the planned business activity relating to such art work has been delayed. As a result, the Company has recorded an impairment loss of $115,000 for the year ended June 30, 2022. (See Note 9)

NOTE 4 – PATENTS

The Company obtained a US patent dated June 30, 2020, which is a protection device used in sporting activity with monitoring capabilities. The Company has also obtained a European patent in October 2022 and Hong Kong patent in March 2023 for the same device, although the Hong Kong patent was subsequently abandoned. The Company has accumulated costs of $39,181 through June 30, 2022, to acquire and register the patents and had additional costs of $4,803 for the year ended June 30, 2023. The Company executed a joint venture agreement (see Note 10) to monetize the patents, however as the Company has not generated any revenues to date from the use of the patents the Company has recorded an impairment totaling $39,181 as of June 30, 2022. All future costs including the costs incurred during the fiscal year ended June 30, 2023 will be expensed as incurred as patent development expense until any capitalization is deemed appropriate. (See Note 9)

NOTE 5 – COMMON STOCK PAYABLE

The Company had agreements dated January 4, 2021 with certain investors to convert their debt investments into common stock of the Company at a price equal to the average value of the stock over the previous six months. The conversion was contingent on the Company effectuating a 1-for-100 reverse stock split which was effected on September 30, 2021. As of June 30, 2023, and 2022, the Company has a total of $9,559 that has not been converted to common stock, which is included on the consolidated balance sheet as common stock payable.

F-11

GHST WORLD, INC. Notes to Consolidated Financial Statements June 30, 2023 and 2022 (As Restated)

During the year ended June 30, 2022 certain investors accepted a total of 118,663,761 shares at an average price of approximately $0.0019 in exchange for $225,259 of debt which was previously classified as common stock payable. The Company determined that the fair market value of the stock on the January 4, 2021 grant date, which was also the measurement date, was $3,891,700 based on a dribble out valuation method with a marketable discount rate of 25%. As a result, the Company recorded a loss on the conversion of $3,666,441 in the fiscal year 2022.

NOTE 6 – RELATED PARTY TRANSACTIONS

At June 30, 2023 and 2022, the Company owed related parties a total of $126,496 and $89,967, respectively. These loans are unsecured, non-interest bearing and are due on demand.

As of June 30, 2022, the Company determined that an advance to a related party totaling $14,521 was uncollectable and recorded it as a bad debt.

As shown in Note 5, the Company has committed to converting certain debts to equity. Included in the debts is $9,559 as of June 30, 2023, of amounts due to related parties that will be converted as described in Note 5.

NOTE 7 – STOCKHOLDERS’ DEFICIT

On August 7, 2021, the board approved amending its foundersarticles of incorporation to reduce the number of authorized shares from 700,000,000 to 310,000,000 of which 300,000,000 are reserved for $1,800 ($0.001/share)common stock and 10,000,000 for preferred stock. The amendment was effective on September 9, 2021. Effective on September 30, 2021, the Company effectuated a 100-1 reverse stock split.

In December 1999, All share and per share amounts in the accompanying consolidated financial statements and footnotes have been retroactively adjusted to reflect the split.

Preferred Stock Series A and B

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.

Common Stock Issuances

During the year ended June 30, 2023, the Company issued 840,000 shares of common stock for $42,000 ($0.05/share).

In May 2000, the Company issued 371,300 shares of common stock for $18,565 ($0.05/share).

In 2003, the Company issued 324,171 shares of common stock for $69,604 ($0.21/share).

In 2003, the Company issued 2,431,328 shares of common stock to consultants for services rendered having a fair value of $243,132 ($0.10/share), based upon the fair value of the services rendered.  The fair value of the services provided reflected a more readily determinable fair value than the shares issued. The Company expensed this stock issuance as a component of general and administrative expense.

In July 2008, the Company sold 6,723,000 shares of common stock for $160,475 ($0.024/share). Of the total, $55,800 was recorded as a subscription receivable.  The subscription was collected during the year end June 30, 2009.

In July 2008, the Company issued 102,000,0001,294,469 shares of common stock in exchange for a license agreement relating to the Defender, having a fair value of $2,877,547 ($0.028/share), based upon the$96,067 at an average cash sales price of approximately $0.07.

During the Company's common stock.  The Company had various third party cash issuances, at varying prices, during a period of time when these shares for the Defender were issued as a non-cash transaction.  The Company has determined that the average price per share (as sold to third parties) is the most accurate method for determining fair value.

In July 2008,year ended June 30, 2022, the Company issued 60,210,240118,663,761 shares of common stock to consultants for services rendered having a fair value of $1,698,606 ($0.028/share), based upon theat an average cash sales price of approximately $0.0019 in exchange for $225,259 of debt which was previously classified as common stock payable (See Note 5) and sold 526,941 shares in exchange for $81,345 at an average price of $0.15.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of June 30, 2023, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

F-12

GHST WORLD, INC. Notes to Consolidated Financial Statements June 30, 2023 and 2022 (As Restated)

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 $46,000, but management decided to cancel the contract in favor of other potential vendors that the Company is studying closely. There was no accounting effect to this transaction.

NOTE 9 – IMPACT OF RESTATEMENT

See below for a reconciliation from the previously reported June 30, 2022 consolidated financial statement to the restated amounts in the consolidated statements of operations for the years ended June 30, 2022 and in the consolidated balance sheets as of June 30, 2022. The previously reported amounts were derived from the Company's common stock.  The Company had various third party cash issuances, at varying prices, during a period of time when these sharesAnnual Report on Form 10-K for the Defender were issuedyear ended June 30, 2022 as filed with the SEC on September 28, 2022 (the “Original Report”). These amounts are labeled as “As Previously Reported” in the tables below. The amounts labeled “Restatement Adjustment” represent the effects of this restatement described above.

The correction of these misstatements resulted in an increase in net loss of $3.8 million for the year ended June 30, 2022 and a non-cash transaction.  decrease in total assets of $154,181 as of June 30, 2022. The following presents a reconciliation of the impacted consolidated financial statement line items as previously reported to the restated amounts as of June 30, 2022:

Schedule of reconciliation of impacted consolidated financial statement
As of June 30, 2022
		As previously reported				Restatement Adjustment				As restated
Consolidated Balance Sheet
Other asset		$	115,000			$	(115,000	)		$	—
Patent costs			39,181				(39,181	)			—
Total		$	154,181			$	(154,181	)		$	—

For The Year Ended June 30, 2022
		As previously reported				Restatement Adjustment				As restated
Consolidated Statement of Operations
General and administrative expenses		$	150,702			$	14,521			$	165,223
Impairment of long-lived assets			—			$	154,181			$	154,181
Loss on debt conversion			—			$	(3,666,441	)		$	(3,666,441	)
Net Loss		$	(151,885	)		$	(3,835,142	)		$	(3,987,027	)
Net Loss per common share
- basic		$	(0.00	)		$	(0.07	)		$	(0.07	)
- diluted		$	(0.00	)		$	0.07	)		$	(0.07	)
Consolidated Statement of Changes in Stockholders’ Deficit
Accumulated deficit		$	(9,418,947	)		$	(3,835,144	)		$	(13,254,091	)
Total stockholders’ equity (deficit)		$	67,697			$	(168,703	)		$	(101,006	)
Consolidated Statement of Cash Flow
Net cash used in operating activities		$	(163,028	)		$	—			$	(163,028	)
Net cash provided by financing activities		$	155,884			$	—			$	155,884

NOTE 10 – INCOME TAXES

The company accounts for income taxes under ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities based on the difference between the financial statement basis and tax basis of assets and liabilities by using enacted tax rates in effect for the year. The company had no unrecognized tax benefits at June 30, 2023 or 2022.

F-13

GHST WORLD, INC. Notes to Consolidated Financial Statements June 30, 2023 and 2022 (As Restated)

The Company has determinedaccumulated losses of approximately $13.3 13,370,665 million since its inception. For income tax purposes, the Company has operating loss carryforwards of approximately $3.1 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 average price per share (as soldcarryforwards will expire unused. Accordingly, the potential tax benefits of the loss carryforwards (approximately $781,000 based on an a effective combined federal and state tax rate of 25.35%) have been offset by a valuation allowance of the same amount.

The following is a reconciliation of income tax rate:

Schedule of reconciliation of income tax rate
		June 30, 2023				June 30, 2023
Federal tax rate			21.00	%			21.00	%
State tax rate			5.50	%			5.50	%
Federal tax benefit of State Taxes			(1.15	%)			(1.15	%)
Combined effective tax rate			25.35	%			25.35	%
Less valuation allowance			(25.35	)%			(25.35	%)
Tax rate			0.00	%			0.00	%

NOTE 11 – SUBSEQUENT EVENTS

On September 23, 2023, the company entered into a joint venture agreement with cross-ING AG, an artificial intelligence development entity in Switzerland. The joint venture was formed to third parties) iscreate and deliver the most accurate methodsoftware package tailored for determining fair value.

F-16

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Ghost Technology,GHST Sport Inc. and Subsidiary

 (A Development Stage Company)

Notes to Consolidated Financial Statements

ForThe start of the Years Ended June 30, 2009 and 2008 and forproject was October 2, 2023, with the Period from

initial payment due upon each milestone’s endorsement by the Steering Group, totaling 40,000 CHF (approximately 45,272 USD). In May 2009,connection with the agreement the Company issued 490,7864,476,176 shares of common stock on October 2, 2023, which the recipient agreed not to consultantssell for services rendered having a fairperiod of two years. This issuance was based on an agreed upon fixed value of $13,846 ($0.028/share),180,000 CHF (approximately 203,724 USD) and based uponon the average cash salesquoted price of the Company's common stock.  The Company had various third party cash issuances, at varying prices, during a period of time when these shares for$0.0455. For accounting purposes theDefender were issued as a non-cash transaction.  The Company has determined that the average price per share (as sold to third parties) is the most accurate method for determining fair value.

In June 2009, the Company issued 50,000 shares of common stock to a consultant for services rendered having a fair value of $5,000 ($0.10/share), based upon the fair value of the services rendered.  The fair valueshares on the date of issuance was $324,523 based on the closing price of the services provided reflected a more readily determinable fair value than the shares issued. Company’s stock on September 23, 2023. Royalties will also be due under this agreement amounting to 1 CHF ($1.10 USD) per unit sold up to 150,000 units.

The Company expensed this stock issuance as a component of general and administrative expense.

In September 2009, the Company issued 40,297 shares of common stock for $40,326 ($1.00/share).

(B)	Preferred Stock Issuance

In 2002, the Company issued 2,000 shares of Series “A” preferred stock to its Chief Executive Officer for services rendered having a fair value of $1,000 ($0.50/share), based upon the fair valueCompany’s Chairman of the services rendered.  The fair valueBoard has provided funds for operations subsequent to year end of the services provided reflected a more readily determinable fair value than the shares issued. The Company expensed this stock issuance as a component of general and administrative expense.

These preferred shares have the following rights and preferences:

●	Voting rights – 25,000 to 1, therefore, 50,000,000 votes.
●	Non-convertible.
●	No liquidation rights or preferences.

(C)	Contributed Capital

Inapproximately $15,000 through October 2007, the Company’s Chief Executive Officer contributed $400,000 that was used to pay outstanding accrued liabilities.

In June 2008, a related party paid expenses totaling $18,054 on behalf of the Company.

In June 2009, a related party paid expenses totaling $311,698 on behalf of the Company.

F-17

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Ghost Technology, Inc. and Subsidiary

 (A Development Stage Company)

Notes to Consolidated Financial Statements

For the Years Ended June 30, 2009 and 2008 and for the Period from

(D)	Authorized Shares

On January 20, 2009, the Company increased its authorized common shares from 150,000,000 to 300,000,000.

Note 9 Subsequent Events

The Company performed a review of subsequent events through February 13, 2010, the date the financial statements were issued, and concluded that events or transactions occurring during that period requiring recognition or disclosure were made.

(A)	Stock Options

On July 2, 2009, the Company granted 100,000 stock options to a consultant for services rendered.  These options had a fair value of $1,515, based upon the following management assumptions:

Risk-free interest rate			0.98	%
Expected dividend yield			0	%
Expected volatility			250	%
Expected life		730 days
Expected forfeitures			0	%

(B)	Contributed Capital

During the period from July 1, 2009 to February 13, 2010, a related party paid expenses totaling $66,321 on behalf of the Company.

(C)	Loans Payable

During the period from July 1, 2009 to February 13, 2010, the Company received advances from related parties totaling $51,175. These advances were non-interest bearing, unsecured and due on demand.

(D)	Common Stock Issuances

During the period from July 1, 2009 to February 13, 2010, the Company issued 15,000 shares of common stock to consultants for services rendered having a fair market value of $15,000 ($1.00/share), based upon the fair value of the services rendered.

F-18

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 17, 2010

	Ghost Technology, Inc.
	By:	/s/ Jean Carlo Nardi
		Jean Carlo Nardi
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures		Title		Date
/s/ Ennio Bertoli
Ennio Bertoli		Director		February 17, 2010
/s/ Esterino Castellazzi
Esterino Castellazzi		Director		February 17, 2010
/s/ Roberto Cella
Roberto Cella		Director		February 17, 2010
/s/ Gianfranco Gracchi
Gianfranco Gracchi		Director		February 17, 2010
/s/ Nerio Montesel
Nerio Montesel		Director		February 17, 2010
/s/ Marco Zambolin
Marco Zambolin		Director		February 17, 2010

27

8, 2023.

F-14