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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 2023

 

Or

 

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

 

For the transition period from ___________ to ___________

 

Commission file number: 000-31705

 

GHST World Inc.
(Exact name of registrant as specified in charter)

 

Delaware   91-2007477
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer
Identification No.)
     

667 Madison Avenue 5th Floor

New York, NY

   10065
(Address of principal executive offices)   (Zip Code)

 

+1 (212) 634-6860
(Registrant’s telephone number, including area code)

 

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

 

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

 

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

 

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act..

 

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

 

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

 

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

 

As of October 31, 2023, the issuer had 130,201,179 shares of its common stock, $0.001 par value per share, outstanding.

 
 

 

 
 

 

TABLE OF CONTENTS

 

    Page
  PART I - Financial Information  
     
Item 1 Financial Statements 1
  Consolidated Balance Sheets – As of September 30, 2023 (Unaudited) and June 30, 2023 1
  Consolidated Statements of Operations (Unaudited) – For the Three Months Ended September 30, 2023 and 2022 2
  Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) – For the Three Months Ended September 30, 2023 and 2022 3
  Consolidated Statements of Cash Flows (Unaudited) – For the Three Months Ended September 30, 2023 and 2022 4
  Condensed Notes to Consolidated Financial Statements (Unaudited) 5
     
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 9
Item 3 Quantitative and Qualitative Disclosures About Market Risk 10
Item 4 Controls and Procedures 11
     
  Part II - Other Information  
     
Item 1 Legal Proceedings 12
Item 1A Risk Factors 12
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3 Defaults Upon Senior Securities 12
Item 4 Mine Safety Disclosures 12
Item 5 Other Information 12
Item 6 Exhibits 13
     
Signatures 14

 

 

 

 

 

 

 

i 
 

 

PART I: FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

  

GHST World Inc.

Consolidated Balance Sheets

 

           
   September 30,
2023		   June 30,
2023		 
   (Unaudited)     
Assets          
           
Current Assets          
Cash  $7,436   $39,495 
Accounts receivable   6,348    — 
Prepaid expenses   4,253    — 
Total Current Assets   18,037    39,495 
           
           
Total Assets  $18,037   $39,495 
           
Liabilities and Stockholders’ Deficit          
           
Current Liabilities          
Accounts payable and accrued expenses  $30,979   $1,112 
Advances from related parties   137,739    126,496 
Common stock payable   9,559    9,559 
Deferred revenue   17,368    23,841 
Total Current Liabilities   195,645    161,008 
           
Commitments and Contingencies (Note 6)   —    — 
           
Stockholders’ Deficit          
Preferred stock, $0.001 par value; 10,000,000 shares authorized;   —    — 
Series A, 6,000 shares issued and outstanding at September 30, 2023 and June 30, 2022, respectively   6    6 
Series B, 2,200 shares issued and outstanding at September 30, 2023  and June 30, 2022, respectively   2    2 
Common stock, $0.001 par value, 300,000,000 shares authorized; 125,725,003 shares issued at September 30, 2023 and June 30, 2023   125,725    125,725 
Additional paid-in-capital   13,123,419    13,123,419 
Accumulated deficit   (13,426,760)   (13,370,665)
Total Stockholders’ Deficit   (177,608)   (121,513)
           
Total Liabilities and Stockholders' Deficit  $18,037   $39,495 

 

 

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

 

 

1 
 

 

GHST World Inc.

Consolidated Statements of Operations

(Unaudited)

 

         
   For the Three Months Ended
September 30,		 
   2023   2022 
       (As Restated) 
         
Revenues  $23,841   $— 
           
Operating expenses:          
General and administrative expenses   78,841    48,862 
Total operating expenses   78,841    48,862 
           
Other Income(expense):          
Foreign exchange gain (loss)   (1,095)   — 
Total Other Income (expense)   (1,095)   — 
           
Net loss  $(56,095)  $(48,862)
           
Net loss per common share - basic  $(0.00)  $(0.00)
Net loss per common share - diluted  $(0.00)  $(0.00)
           
Weighted average number of common shares outstanding - basic   125,725,003    125,042,819 
Weighted average number of common shares outstanding - diluted   125,725,003    125,042,819 

 

 

 

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

 

 

2 
 

 

GHST World Inc.

Consolidated Statement of Changes in Stockholders' Deficit

For the Three Months Ended September 30, 2023 and 2022

(Unaudited)

  

                                              
   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, 2022   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   —    —    —    —    452,022    452    43,196    —    43,648 
Net loss for the three months ended September 30, 2022   —    —    —    —    —    —    —    (48,862)   (48,862)
Balance September 30, 2022 - As Restated   6,000    6    2,200    2    124,882,556    124,883    13,071,842    (13,302,953)   (106,220)
                                              
                                              
Balance June 30, 2023   6,000   $6    2,200   $2    125,725,003   $125,725   $13,123,419   $(13,370,665)  $(121,513)
Net loss for the three months ended September 30, 2023   —    —    —    —    —    —    —    (56,095)   (56,095)
Balance September 30, 2023   6,000   $6    2,200   $2    125,725,003   $125,725   $13,123,419   $(13,426,760)  $(177,608)

 

 

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

  

 

3 
 

 

GHST World Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

           
   For the Three Months Ended
September 30,		 
   2023   2022 
       (As Restated) 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss  $(56,095)  $(48,862)
Adjustments to reconcile net loss to net cash used in operating activities:          
Changes in operating assets and liabilities:          
Accounts receivable   (6,348)   — 
Prepaid expense   (4,253)   — 
Accounts payable and accrued expenses   29,867    10,603 
Deferred revenue   (6,473)   — 
Net Cash Used In Operating Activities   (43,302)   (38,259)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Advances from related parties   11,243    (4,714)
Increase in common stock payable   —    — 
Issuance of common stock for cash   —    43,649 
Net Cash Provided By Financing Activities   11,243    38,935 
           
Net increase (decrease) in cash   (32,059)   676 
           
Cash - beginning of year   39,495    206 
           
Cash - end of year  $7,436   $882 
           
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:          
Cash paid during the year/period for:          
Interest  $—   $— 
Taxes  $—   $— 

 

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

 

 

 

4 
 

 

 

GHST WORLD, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

 

NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS

 

Background

 

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

 

Basis of Presentation

 

The interim unaudited financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. In management's opinion, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly our results of operations and cash flows for the three months ended September 30, 2023 and 2022, and our financial position as of September 30, 2023, have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.

 

Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these interim unaudited financial statements should be read in conjunction with the financial statements and notes thereto for the year ended June 30, 2023.

 

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

 

Liquidity and Going Concern

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company had net losses of $56,095 and $48,862 for the three months ended September 30, 2023 and 2022. The Company has an accumulated deficit of $13,426,760 and $13,370,665 for the three months ended September 30, 2023 and the year ended June 30, 2023, respectively and a stockholders’ deficit of $177,608 and $121,513 as of September 30, 2023 and June 30, 2023. The Company used $43,302 and $38,259 in cash flow from operating activities for the three months ended September 30, 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 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 and from the possible sale of a minority interest in its subsidiaries. Management cannot provide any assurances that the Company will be successful in completing these undertakings and accomplishing any of its plans.

 

Principles of Consolidation

 

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

 

·GHST Art World, Inc
·GHST Sport Inc.
·IoTT world Inc.
·Insside World Inc.

 

All intercompany balances and transactions have been eliminated in consolidation.

 

Concentration

 

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

 

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

 

Foreign Currency

 

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

 

Use of Estimates

 

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

 

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

 

 
5 

GHST WORLD, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

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

 

Cash

 

Cash are amounts held at local banks. The Company had no cash equivalents at September 30, 2023 or 2022.

 

Risks and Uncertainties

 

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

 

Revenue Recognition

 

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. The Company recognizes revenue for its services for contracts with customers at a point in time when the services are completed. Payments received from customers in advance of when services are completed are reflected as deferred revenue on the accompanying consolidated balance sheets.

 

Accounts Receivable

 

Accounts receivables are recorded at the invoiced amount. The Company regularly reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. As of September 30, 2023 and June 30, 2023, the company did not record any such allowance.

 

Fair Value

 

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

 

·Level one — Quoted market prices in active markets for identical assets or liabilities;
·Level two — Inputs other than level one inputs that are either directly or indirectly observable; and
·Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

 

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company has no assets or liabilities that are measured at fair value on a recurring and/or non-recurring during the three months ended September 30, 2023 and 2022.

 

Intangible Assets

 

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

 

Impairment of Long-Lived Assets

 

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

 

Research and Development

 

After impairment of patents, the Company is expensing all additional patent cost as “Patent development costs” as described in Note 3.

 

Income Taxes

 

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

 

6 

GHST WORLD, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

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

 

Stock Based Compensation

 

The Company applies the fair value method of ASC 718, Share Based Payment, in accounting for its stock-based compensation. This accounting standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period, if any. As the Company does not have sufficient, reliable, and readily determinable values relating to its common stock, the Company has used the stock value pursuant to its most recent sale of stock for purposes of valuing stock-based compensation.

 

Net Loss Per Share

 

Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common shares outstanding for the period, and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. The Company had no potentially dilutive securities outstanding for the three months ended September 30, 2023 or 2022.

 

Recent Accounting Pronouncements

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU requires measurement and recognition of expected credit losses for financial assets. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans, and available-for-sale debt securities. ASU 2016-13 is effective for the Company beginning July 1, 2023. Adopting the standard did not have a material impact on the unaudited consolidated financial statements.

 

There are no other recent accounting pronouncements that are expected to have a material effect on the Company's financial statements.

 

NOTE 3 – PATENTS

 

The Company obtained a US patent dated June 30, 2020, which is a protection device used in sporting activity with monitoring capabilities. The Company has also obtained a European Patent for the same device in October 2022. The Company has accumulated costs of $39,181 through June 30, 2022, to register the patents and had additional costs of $4,578 for the year ended June 30, 2023. The Company executed a joint venture agreement to monetize the patents, however as the Company has not generated any revenues to date from the use of the patents and thus, 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. The Company had no patents and patents development costs at September 30, 2023 or 2022.

 

NOTE 4 – COMMON STOCK PAYABLE

 

The Company has an agreement with certain investors to convert their investment into common stock of the Company at a price equal to the average value of the stock over the previous six months. The conversion was contingent on the Company effectuating a 1-for-100 reverse stock split which was effected on September 30, 2021. As of September 30, 2023, and June 30, 2023, the Company has a total of $9,559 that has not been converted to common stock.

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

At September 30, 2023 and June 30, 2023, the Company owed related parties a total of $137,739 and $126,496, respectively. These shareholder loans are unsecured, non-interest bearing and are due on demand.

 

As shown in Note 4, the Company has committed to converting certain debts to equity. Included in the debts is $9,559 as of September 30, 2023, of amounts due to related parties that will be converted as described in Note 4.

 

NOTE 6. – 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 September 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.

 

7 

GHST WORLD, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

 

NOTE 7 – IMPACT OF RESTATEMENT

 

The restatement and adjustments arising therefrom relates to the following corrections of errors contained in the previous financial statements for some or all of the affected periods: (i) the inclusion of a new non-cash expense arising from the issuance of approximately 118,663,761 shares of common stock during the fiscal year ended June 30, 2022 in satisfaction of indebtedness at an average price per share of approximately $0.00185, below the fair market value of the shares, (ii) a non-cash impairment related to the Company’s 119 art paintings, (iii) a non-cash write-off of patent costs, and (iv) a write-off of a related party receivable. As a result of these corrections, the Company’s net loss for the fiscal year ended June 30, 2022 increased from $151,885 as was reflected in the Form 10-K for the fiscal year ended June 30, 2022 to approximately $3,987,000.

 

See below for a reconciliation from the previously reported September 30, 2022 consolidated financial statement to the restated amounts in the consolidated statement of operations, consolidated statement of changes in stockholder’ deficit and consolidated statement of cash flows for the three months ended September 30, 2022. The previously reported amounts were derived from the Company's Annual Report on Form 10-Q for the three months ended September 30, 2022 as filed with the SEC on November 14, 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 following presents a reconciliation of the impacted consolidated financial statement line items as previously reported to the restated amounts as of September 30, 2022:

 

               
For The Three Months Ended September 30, 2022
   As previously reported   Restatement Adjustment   As restated 
Consolidated Statement of Operations               
General and administrative expenses  $48,922   $(60)  $48,862 
Impairment of long-lived assets  $115,000   $(115,000)  $— 
Net Loss  $(163,922)  $(115,060)  $(48,862)
Net Loss per common share- basic   $(0.00)  $(0.00)  $(0.00)
Net Loss per common share- diluted  $(0.00)  $(0.00)  $(0.00)
                
Consolidated Statement of Changes in Stockholders’ Deficit               
Accumulated deficit  $(9,582,869)  $(3,720,084)  $(13,302,953)
Total stockholders’ equity (deficit)  $(52,577)  $(53,643)  $(106,220)
                
Consolidated Statement of Cash Flow               
Net cash used in operating activities  $(38,318)  $59   $(38,259)
Net cash provided by financing activities  $38,994   $(59)  $38,935 

 

NOTE 8 – SUBSEQUENT EVENTS

 

On September 22, 2023, the company entered into an agreement with cross-ING AG, an artificial intelligence development entity in Switzerland. The agreement was formed to create and deliver the software package tailored for GHST Sport Inc. The start of the project was October 2, 2023, with the initial payment due upon each milestone’s endorsement by the Steering Group, totaling 40,000 CHF (approximately 45,272 USD). In connection with the agreement the Company issued 4,476,176 shares of common stock on October 2, 2023. This issuance was based on an agreed upon fixed value of 180,000 CHF (approximately 203,724 USD) and based on the quoted price of the Company of $0.0455. For accounting purposes, the value of the shares on the date of issuance was $324,523 based on the closing price of the Company’s stock on September 22, 2023. Royalties will also be due under this agreement amounting to 1 CHF per unit sold up to 150,000 units.

 

Management has evaluated the subsequent events through November 20, 2023 the date at which the financial statements were available for issue.

  

 

 

 

 

 

 

 

8 
 

 

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

 

Overview

 

We are a holding company for various technology and related activities. As of the date of this Quarterly Report on Form 10-Q (this “Report”), our principal business strategy is seeking to exploit a patent and obtain and exploit future patents for the Smart Shin Guard and, more recently, developing a business through a subsidiary formed in April 2023 with an initial focus on the clean energy and defense sectors.

 

The Smart Shin Guard is a wearable protective device used while playing soccer and certain other sports combined with data collection and analysis technology that monitors players’ individual and collective physical and performance-based metrics and transmits this information to a separate module in real-time.

 

We have not generated any revenue and need substantial additional financing to continue the development and commercialization of our business plan and related products and services.

 

Recent Developments

 

On June 10, 2023, InSSIDe World Inc. (“InSSIDe”) and GHST Art World Inc. (“GHST Art”) entered into an agreement as consultants together with a third party consultant and a customer which contemplates the three consultants providing services to the customer in their respective specialty areas. The agreement provides for the payment of a consulting fee equal to 15,000 euros (approximately $16,029 USD) per month for the services performed in that month, for a period of 10 months.

 

On September 22, 2023 the Company entered into an agreement with cross-ING, an AI development company, which contemplates further development of the Smart Shin Guard for soccer and for other sports, with a particular view to developing software for the smart phone application and expanding the products’ use to other sports in addition to soccer. In exchange for these services, we have agreed to pay the service provider the following (i) 40,000 Swiss Francs (approximately $44,068 U.S. Dollars) per milestone achieved under the agreement as determined by a “steering group” comprised of senior representatives from each party, (ii) 4,476,176 shares of the Company’s common stock, and (iii) royalty payments of 1 Swiss Franc (approximately $1.10 U.S. Dollars) per unit sold, for up to 150,000 units.

 

Results of Operations

 

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

 

Fiscal Quarter Ended September 30, 2023 Compared to the Fiscal Quarter Ended September 30, 2022

 

We had $23,841 in revenue in the three months ended September 30, 2023 compared to no revenue for the three months ended September 30, 2022, and we sustained net losses of $56,095 and $48,862, respectively, in those periods. The revenue during the 2023 period related to the Company’s provision of consulting services through InSSiDe World.

 

During the three months ended September 30, 2023 and 2022, operating expenses were $78,841 and $48,862, respectively, which consisted of general and administrative expenses, including professional fees for legal and financial services. The increase in the 2023 period resulted from higher legal and accounting expenses arising from the restatement of the Company’s fiscal year 2022 financial statements.

 

We do not expect to generate material revenue unless and until we can implement our business plan and begin marketing and our products and services in sufficient quantities, which was previously delayed by external forces and our limited capital, and may be further delayed as we attempt to balance continuing the development of our legacy Smart Shin Guard business plan and our new business development efforts in the clean energy and security spaces through InSSiDe. We have also recently refocused the efforts of GHST Art towards marketing and entertainment activities and related services, including founding an online newspaper.

 

We also may encounter difficulties commercializing our products and services in the future based on supply chain issues, inflation and adverse market conditions, which may among other adverse consequences result in a recession in one or more of the markets we intend to serve. In order to become profitable, we will need to further develop and execute on our business plan for our subsidiaries, and then establish a sufficient market for our products and services, 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.

 

Liquidity and Capital Resources

 

Net Cash used by Operating Activities:

 

For the three months ended September 30, 2023, the Company used net cash of $43,303 in operating activities as compared to $38,259 for the three months ended September 30, 2022. The increase in cash used from operations was primarily due to an increase in accounts payable and accrued expenses in the 2023 period higher legal and accounting expenses arising from the restatement of the Company’s fiscal year 2022 financial statements. We anticipate sustained or increased operational expenses as we transition our focus from product development to production and marketing efforts for the Smart Shin Guard, and we also may experience higher costs as we pursue new potential business ventures, such as any new business we may pursue through InSSIDe as described above, and potentially other business pursuits.

 

Cash Flows from Financing Activities:

 

Cash flows provided by financing activities for the three months ended September 30, 2023 were $11,243 compared to $38,935 for the three months ended September 30, 2022. The difference between periods is primarily attributable to issuance of common stock totaling $43,649 in the 2022 period compared to $0 in the 2023 period, partially offset by the Company’s receipt of related party advances totaling $11,243 compared to payments to related parties totaling $4,714 in the 2022 period.

 

9 
 

 

Liquidity

 

We have $7,436 in available cash as of September 30, 2023 and for the past two years we have been relying on loans from our current investors and related parties and proceeds from sales of our common stock to fund our operations. As reflected in the financial statements contained in this Report, management has expressed substantial doubt about our ability to continue as a going concern for the next 12 months from the date the financial statements were issued, unless we can raise the required capital or generate material revenue to fund our operations.

 

The Company expects to continue to use a portion of the authorized but unissued shares to raise capital and/or to convert previous loans made to the Company.

 

Cautionary Note Regarding Forward Looking Statements

 

This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the development of the Smart Shin Guard and plans to begin commercializing the product, the planned operation of InSSIDe World Inc. as a development-stage business with a focus on the clean energy and security sectors and GHST Art as a marketing and entertainment company, the implementation of our business plan and expected timelines for meeting objectives, future sources of revenue such as a recent agreement with two of our subsidiaries and a third party consultant and customer, our use of common stock in capital raising efforts and to satisfy previous advances to us, and our liquidity. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods.

 

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include the risks arising from the potential adverse effects of inflation, increasing interest rates in response, geopolitical conflicts such as those occurring in Israel and Ukraine and negative operational impacts or an economic downturn or recession which may result, which may result in declines in consumer spending particularly to non-essential products and services such as those that we intend to offer, global supply chain disruptions, shortages and delays which may adversely affect our ability to develop, manufacture and sell our products and services within the intended timeframes or at all, risks and uncertainties surrounding new business opportunities we pursue, and the risks summarized our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 in the section titled “Item 1A. – Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

  

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

 

10 
 

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officers, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officers have concluded that our disclosure controls and procedures as of September 30, 2023 were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms because of a material weakness in the Company’s internal control over financial reporting. Specifically, the Company did not maintain effective controls to identify and maintain segregation of duties to support the identification, authorization, approval, accounting for, and the disclosure of related-party transactions and non-routine transactions. One individual, the Chief Executive Officer, initiates related-party transactions and non-routine transactions and also reviews, evaluates and approves these same transactions.

 

Changes in Internal Control Over Financial Reporting

 

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

 

11 
 

 

 

PART II: OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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

 

ITEM 1A. RISK FACTORS

 

Not applicable.

 

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

 

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

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

The description of the consulting agreement under “Part I-Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation-Recent Developments,” is incorporated herein by reference.

 

On October 2, 2023, the Company issued an artificial intelligence contractor 4,476,176 shares of common stock as partial payment under the agreement entered into between the parties on September 22, 2023. The transaction was exempt from registration under Section 4(a)(2) under the Securities Act of 1933 (the “Securities Act”), and under Regulation S of the Securities Act as the shares were issued in a transaction not involving a public offering or in an offshore transaction to persons who are not U.S. Persons as defined by Regulation S, and there were no directed selling efforts made in the United States.

 

 

12 
 

 

 

ITEM 6. EXHIBITS

 

        Incorporated by Reference  

Filed or

Furnished

Exhibit #   Exhibit Description   Form   Date   Number   Herewith
3.1   Amended and Restated Certificate of Incorporation   10-12G   3/9/2021   3.1    
3.2   Certificate of Amendment to Certificate of Incorporation (Reverse Stock Split)   10-Q   11/15/21   3.2    
3.3   Certificate of Amendment to Certificate of Incorporation (Decrease in Authorized Capital)   10-Q   11/15/2021   3.3    
3.4   Certificate of Designation   10-K   2/18/2010   3.3    
3.5   Amended and Restated Bylaws   10-12G   3/9/2021   3.3    
31.1   Certification of Principal Executive Officer (302)               Filed
31.2(a)   Certification of Principal Financial Officer (302)               Filed
31.2(b)   Certification of Principal Financial Officer (302)               Filed
32.1   Certification of Principal Executive and Principal Financial Officers (906)               Furnished*
101.INS   Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)               Filed
101.SCH   Inline XBRL Taxonomy Extension Schema Document               Filed
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document               Filed
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document               Filed
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document               Filed
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document               Filed
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)               Filed

 

 

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

      

Copies of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to GHST World Inc., 667 Madison Avenue, 5th Floor, New York, NY 10065.

 

 

 

 

 

13 
 

  

SIGNATURES

 

 

 

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

 

 

    GHST World Inc.
     
Dated:  November 20, 2023 By:    /s/ Edoardo Riboli
      Edoardo Riboli,Chief Executive Officer
     

(Principal Executive Officer)

 

  

Dated:  November 20, 2023 By: /s/ Marcello Appella
      Marcello Appella, Chief Financial Officer
     

(Principal Financial Officer)

 

 

Dated:  November 20, 2023 By: /s/ Paolo Sangiovanni
      Paolo Sangiovanni, Chief Financial Officer
     

(Principal Financial Officer)

 

 

 

 

 

 

 

14 
 

 

 

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

 

I, Edoardo Riboli, certify that:

 

1.       I have reviewed this quarterly report on Form 10-Q of GHST World Inc.;

 

2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.       The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.       Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.       Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.       The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.       Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 20, 2023

 

/s/ Edoardo Riboli

Edoardo Riboli

Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

 

Exhibit 31.2(a)

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

 

I, Marcello Appella, certify that:

 

1.       I have reviewed this quarterly report on Form 10-Q of GHST World Inc.;

 

2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.       The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.       Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.       Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.       The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.       Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 20, 2023

 

/s/ Marcello Appella

Marcello Appella

Chief Financial Officer

(Principal Financial Officer)

 

 

 

Exhibit 31.2(b)

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

 

I, Paolo Sangiovanni, certify that:

 

1.       I have reviewed this quarterly report on Form 10-Q of GHST World Inc.;

 

2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.       The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.       Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.       Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.       The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.       Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 20, 2023

 

/s/ Paolo Sangiovanni

Paolo Sangiovanni

Chief Financial Officer

(Principal Financial Officer)

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report of GHST World Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof, I, Edoardo Riboli, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

1.The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

 

2.The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

/s/ Edoardo Riboli

Edoardo Riboli

Chief Executive Officer

(Principal Executive Officer)

Dated: November 20, 2023

 

 

In connection with the quarterly report of GHST World, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof, I, Marcello Appella, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

1.The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

 

2.The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

/s/ Marcello Appella

Marcello Appella

Chief Financial Officer

(Principal Financial Officer)

Dated: November 20, 2023

 

 

In connection with the quarterly report of GHST World, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof, I, Paolo Sangiovanni, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

1.The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

 

2.The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

/s/ Paolo Sangiovanni

Paolo Sangiovanni

Chief Financial Officer

(Principal Financial Officer)

Dated: November 20, 2023

 

 

v3.23.3
Cover - shares
 3 Months Ended
Sep. 30, 2023
Oct. 31, 2023
Cover [Abstract]    
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Document Period End Date Sep. 30, 2023  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --06-30  
Entity File Number 000-31705  
Entity Registrant Name GHST World Inc.  
Entity Central Index Key 0001121795  
Entity Tax Identification Number 91-2007477  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 667 Madison Avenue  
Entity Address, Address Line Two 5th Floor  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10065  
City Area Code 212  
Local Phone Number 634-6860  
Entity Current Reporting Status No  
Entity Interactive Data Current No  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
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Entity Shell Company false  
Entity Common Stock, Shares Outstanding   130,201,179
v3.23.3
Consolidated Balance Sheets - USD ($)
Sep. 30, 2023
Jun. 30, 2023
Current Assets    
Cash $ 7,436 $ 39,495
Accounts receivable 6,348
Prepaid expenses 4,253
Total Current Assets 18,037 39,495
Total Assets 18,037 39,495
Current Liabilities    
Accounts payable and accrued expenses 30,979 1,112
Advances from related parties 137,739 126,496
Common stock payable 9,559 9,559
Deferred revenue 17,368 23,841
Total Current Liabilities 195,645 161,008
Commitments and Contingencies (Note 6)
Stockholders’ Deficit    
Preferred stock value
Common stock, $0.001 par value, 300,000,000 shares authorized; 125,725,003 shares issued at September 30, 2023 and June 30, 2023 125,725 125,725
Additional paid-in-capital 13,123,419 13,123,419
Accumulated deficit (13,426,760) (13,370,665)
Total Stockholders’ Deficit (177,608) (121,513)
Total Liabilities and Stockholders' Deficit 18,037 39,495
Series A Preferred Stock [Member]    
Stockholders’ Deficit    
Preferred stock value 6 6
Series B Preferred Stock [Member]    
Stockholders’ Deficit    
Preferred stock value $ 2 $ 2
v3.23.3
Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2023
Jun. 30, 2023
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 10,000,000 10,000,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 300,000,000 300,000,000
Common stock, shares issued 125,725,003 125,725,003
Series A Preferred Stock [Member]    
Preferred stock, shares issued 6,000 6,000
Preferred stock, shares outstanding 6,000 6,000
Series B Preferred Stock [Member]    
Preferred stock, shares issued 2,200 2,200
Preferred stock, shares outstanding 2,200 2,200
v3.23.3
Consolidated Statements of Operations (Unaudited) - USD ($)
 3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Income Statement [Abstract]    
Revenues $ 23,841
Operating expenses:    
General and administrative expenses 78,841 48,862
Total operating expenses 78,841 48,862
Other Income(expense):    
Foreign exchange gain (loss) (1,095)
Total Other Income (expense) (1,095)
Net loss $ (56,095) $ (48,862)
Net loss per common share - basic $ (0.00) $ (0.00)
Net loss per common share - diluted $ (0.00) $ (0.00)
Weighted average number of common shares outstanding - basic 125,725,003 125,042,819
Weighted average number of common shares outstanding - diluted 125,725,003 125,042,819
v3.23.3
Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($)
Preferred Stock Series A [Member]
Preferred Stock Series B [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Beginning balance, value at Jun. 30, 2022 $ 6 $ 2 $ 124,431 $ 13,028,646 $ (13,254,091) $ (101,006)
Beginning balance, shares at Jun. 30, 2022 6,000 2,200 124,430,534      
Issuance of common stock for cash $ 452 43,196 43,648
Issuance of common stock for cash, shares     452,022      
Net loss (48,862) (48,862)
Ending balance, value at Sep. 30, 2022 $ 6 $ 2 $ 124,883 13,071,842 (13,302,953) (106,220)
Ending balance, shares at Sep. 30, 2022 6,000 2,200 124,882,556      
Beginning balance, value at Jun. 30, 2023 $ 6 $ 2 $ 125,725 13,123,419 (13,370,665) (121,513)
Beginning balance, shares at Jun. 30, 2023 6,000 2,200 125,725,003      
Net loss (56,095) (56,095)
Ending balance, value at Sep. 30, 2023 $ 6 $ 2 $ 125,725 $ 13,123,419 $ (13,426,760) $ (177,608)
Ending balance, shares at Sep. 30, 2023 6,000 2,200 125,725,003      
v3.23.3
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (56,095) $ (48,862)
Changes in operating assets and liabilities:    
Accounts receivable (6,348)
Prepaid expense (4,253)
Accounts payable and accrued expenses 29,867 10,603
Deferred revenue (6,473)
Net Cash Used In Operating Activities (43,302) (38,259)
CASH FLOWS FROM FINANCING ACTIVITIES    
Advances from related parties 11,243 (4,714)
Increase in common stock payable
Issuance of common stock for cash 43,649
Net Cash Provided By Financing Activities 11,243 38,935
Net increase (decrease) in cash (32,059) 676
Cash - beginning of year 39,495 206
Cash - end of year 7,436 882
Cash paid during the year/period for:    
Interest
Taxes
v3.23.3
ORGANIZATION, DESCRIPTION OF BUSINESS
 3 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION, DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS

 

Background

 

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

 

Basis of Presentation

 

The interim unaudited financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. In management's opinion, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly our results of operations and cash flows for the three months ended September 30, 2023 and 2022, and our financial position as of September 30, 2023, have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.

 

Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these interim unaudited financial statements should be read in conjunction with the financial statements and notes thereto for the year ended June 30, 2023.

 
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
 3 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

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

 

Liquidity and Going Concern

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company had net losses of $56,095 and $48,862 for the three months ended September 30, 2023 and 2022. The Company has an accumulated deficit of $13,426,760 and $13,370,665 for the three months ended September 30, 2023 and the year ended June 30, 2023, respectively and a stockholders’ deficit of $177,608 and $121,513 as of September 30, 2023 and June 30, 2023. The Company used $43,302 and $38,259 in cash flow from operating activities for the three months ended September 30, 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 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 and from the possible sale of a minority interest in its subsidiaries. Management cannot provide any assurances that the Company will be successful in completing these undertakings and accomplishing any of its plans.

 

Principles of Consolidation

 

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

 

·GHST Art World, Inc
·GHST Sport Inc.
·IoTT world Inc.
·Insside World Inc.

 

All intercompany balances and transactions have been eliminated in consolidation.

 

Concentration

 

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

 

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

 

Foreign Currency

 

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

 

Use of Estimates

 

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

 

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

 

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

 

Cash

 

Cash are amounts held at local banks. The Company had no cash equivalents at September 30, 2023 or 2022.

 

Risks and Uncertainties

 

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

 

Revenue Recognition

 

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. The Company recognizes revenue for its services for contracts with customers at a point in time when the services are completed. Payments received from customers in advance of when services are completed are reflected as deferred revenue on the accompanying consolidated balance sheets.

 

Accounts Receivable

 

Accounts receivables are recorded at the invoiced amount. The Company regularly reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. As of September 30, 2023 and June 30, 2023, the company did not record any such allowance.

 

Fair Value

 

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

 

·Level one — Quoted market prices in active markets for identical assets or liabilities;
·Level two — Inputs other than level one inputs that are either directly or indirectly observable; and
·Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

 

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company has no assets or liabilities that are measured at fair value on a recurring and/or non-recurring during the three months ended September 30, 2023 and 2022.

 

Intangible Assets

 

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

 

Impairment of Long-Lived Assets

 

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

 

Research and Development

 

After impairment of patents, the Company is expensing all additional patent cost as “Patent development costs” as described in Note 3.

 

Income Taxes

 

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

 

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

 

Stock Based Compensation

 

The Company applies the fair value method of ASC 718, Share Based Payment, in accounting for its stock-based compensation. This accounting standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period, if any. As the Company does not have sufficient, reliable, and readily determinable values relating to its common stock, the Company has used the stock value pursuant to its most recent sale of stock for purposes of valuing stock-based compensation.

 

Net Loss Per Share

 

Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common shares outstanding for the period, and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. The Company had no potentially dilutive securities outstanding for the three months ended September 30, 2023 or 2022.

 

Recent Accounting Pronouncements

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU requires measurement and recognition of expected credit losses for financial assets. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans, and available-for-sale debt securities. ASU 2016-13 is effective for the Company beginning July 1, 2023. Adopting the standard did not have a material impact on the unaudited consolidated financial statements.

 

There are no other recent accounting pronouncements that are expected to have a material effect on the Company's financial statements.

 
v3.23.3
PATENTS
 3 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
PATENTS

NOTE 3 – PATENTS

 

The Company obtained a US patent dated June 30, 2020, which is a protection device used in sporting activity with monitoring capabilities. The Company has also obtained a European Patent for the same device in October 2022. The Company has accumulated costs of $39,181 through June 30, 2022, to register the patents and had additional costs of $4,578 for the year ended June 30, 2023. The Company executed a joint venture agreement to monetize the patents, however as the Company has not generated any revenues to date from the use of the patents and thus, 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. The Company had no patents and patents development costs at September 30, 2023 or 2022.

 
v3.23.3
COMMON STOCK PAYABLE
 3 Months Ended
Sep. 30, 2023
Common Stock Payable  
COMMON STOCK PAYABLE

NOTE 4 – COMMON STOCK PAYABLE

 

The Company has an agreement with certain investors to convert their investment into common stock of the Company at a price equal to the average value of the stock over the previous six months. The conversion was contingent on the Company effectuating a 1-for-100 reverse stock split which was effected on September 30, 2021. As of September 30, 2023, and June 30, 2023, the Company has a total of $9,559 that has not been converted to common stock.

 
v3.23.3
RELATED PARTY TRANSACTIONS
 3 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 5 – RELATED PARTY TRANSACTIONS

 

At September 30, 2023 and June 30, 2023, the Company owed related parties a total of $137,739 and $126,496, respectively. These shareholder loans are unsecured, non-interest bearing and are due on demand.

 

As shown in Note 4, the Company has committed to converting certain debts to equity. Included in the debts is $9,559 as of September 30, 2023, of amounts due to related parties that will be converted as described in Note 4.

 
v3.23.3
COMMITMENTS AND CONTINGENCIES
 3 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 6. – 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 September 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.

 
v3.23.3
IMPACT OF RESTATEMENT
 3 Months Ended
Sep. 30, 2023
Accounting Changes and Error Corrections [Abstract]  
IMPACT OF RESTATEMENT

NOTE 7 – IMPACT OF RESTATEMENT

 

The restatement and adjustments arising therefrom relates to the following corrections of errors contained in the previous financial statements for some or all of the affected periods: (i) the inclusion of a new non-cash expense arising from the issuance of approximately 118,663,761 shares of common stock during the fiscal year ended June 30, 2022 in satisfaction of indebtedness at an average price per share of approximately $0.00185, below the fair market value of the shares, (ii) a non-cash impairment related to the Company’s 119 art paintings, (iii) a non-cash write-off of patent costs, and (iv) a write-off of a related party receivable. As a result of these corrections, the Company’s net loss for the fiscal year ended June 30, 2022 increased from $151,885 as was reflected in the Form 10-K for the fiscal year ended June 30, 2022 to approximately $3,987,000.

 

See below for a reconciliation from the previously reported September 30, 2022 consolidated financial statement to the restated amounts in the consolidated statement of operations, consolidated statement of changes in stockholder’ deficit and consolidated statement of cash flows for the three months ended September 30, 2022. The previously reported amounts were derived from the Company's Annual Report on Form 10-Q for the three months ended September 30, 2022 as filed with the SEC on November 14, 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 following presents a reconciliation of the impacted consolidated financial statement line items as previously reported to the restated amounts as of September 30, 2022:

 

               
For The Three Months Ended September 30, 2022
   As previously reported   Restatement Adjustment   As restated 
Consolidated Statement of Operations               
General and administrative expenses  $48,922   $(60)  $48,862 
Impairment of long-lived assets  $115,000   $(115,000)  $— 
Net Loss  $(163,922)  $(115,060)  $(48,862)
Net Loss per common share- basic   $(0.00)  $(0.00)  $(0.00)
Net Loss per common share- diluted  $(0.00)  $(0.00)  $(0.00)
                
Consolidated Statement of Changes in Stockholders’ Deficit               
Accumulated deficit  $(9,582,869)  $(3,720,084)  $(13,302,953)
Total stockholders’ equity (deficit)  $(52,577)  $(53,643)  $(106,220)
                
Consolidated Statement of Cash Flow               
Net cash used in operating activities  $(38,318)  $59   $(38,259)
Net cash provided by financing activities  $38,994   $(59)  $38,935 

 
v3.23.3
SUBSEQUENT EVENTS
 3 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 8 – SUBSEQUENT EVENTS

 

On September 22, 2023, the company entered into an agreement with cross-ING AG, an artificial intelligence development entity in Switzerland. The agreement was formed to create and deliver the software package tailored for GHST Sport Inc. The start of the project was October 2, 2023, with the initial payment due upon each milestone’s endorsement by the Steering Group, totaling 40,000 CHF (approximately 45,272 USD). In connection with the agreement the Company issued 4,476,176 shares of common stock on October 2, 2023. This issuance was based on an agreed upon fixed value of 180,000 CHF (approximately 203,724 USD) and based on the quoted price of the Company of $0.0455. For accounting purposes, the value of the shares on the date of issuance was $324,523 based on the closing price of the Company’s stock on September 22, 2023. Royalties will also be due under this agreement amounting to 1 CHF per unit sold up to 150,000 units.

 

Management has evaluated the subsequent events through November 20, 2023 the date at which the financial statements were available for issue.

  
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies)
 3 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Liquidity and Going Concern

Liquidity and Going Concern

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company had net losses of $56,095 and $48,862 for the three months ended September 30, 2023 and 2022. The Company has an accumulated deficit of $13,426,760 and $13,370,665 for the three months ended September 30, 2023 and the year ended June 30, 2023, respectively and a stockholders’ deficit of $177,608 and $121,513 as of September 30, 2023 and June 30, 2023. The Company used $43,302 and $38,259 in cash flow from operating activities for the three months ended September 30, 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 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 and from the possible sale of a minority interest in its subsidiaries. Management cannot provide any assurances that the Company will be successful in completing these undertakings and accomplishing any of its plans.

 
Principles of Consolidation

Principles of Consolidation

 

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

 

·GHST Art World, Inc
·GHST Sport Inc.
·IoTT world Inc.
·Insside World Inc.

 

All intercompany balances and transactions have been eliminated in consolidation.

 
Concentration

Concentration

 

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

 

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

 
Foreign Currency

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

Use of Estimates

 

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

 

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

 

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

 
Cash

Cash

 

Cash are amounts held at local banks. The Company had no cash equivalents at September 30, 2023 or 2022.

 
Risks and Uncertainties

Risks and Uncertainties

 

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

 
Revenue Recognition

Revenue Recognition

 

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. The Company recognizes revenue for its services for contracts with customers at a point in time when the services are completed. Payments received from customers in advance of when services are completed are reflected as deferred revenue on the accompanying consolidated balance sheets.

 
Accounts Receivable

Accounts Receivable

 

Accounts receivables are recorded at the invoiced amount. The Company regularly reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. As of September 30, 2023 and June 30, 2023, the company did not record any such allowance.

 
Fair Value

Fair Value

 

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

 

·Level one — Quoted market prices in active markets for identical assets or liabilities;
·Level two — Inputs other than level one inputs that are either directly or indirectly observable; and
·Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

 

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company has no assets or liabilities that are measured at fair value on a recurring and/or non-recurring during the three months ended September 30, 2023 and 2022.

 
Intangible Assets

Intangible Assets

 

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

 
Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

 

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

 
Research and Development

Research and Development

 

After impairment of patents, the Company is expensing all additional patent cost as “Patent development costs” as described in Note 3.

 
Income Taxes

Income Taxes

 

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

 

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

 
Stock Based Compensation

Stock Based Compensation

 

The Company applies the fair value method of ASC 718, Share Based Payment, in accounting for its stock-based compensation. This accounting standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period, if any. As the Company does not have sufficient, reliable, and readily determinable values relating to its common stock, the Company has used the stock value pursuant to its most recent sale of stock for purposes of valuing stock-based compensation.

 
Net Loss Per Share

Net Loss Per Share

 

Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common shares outstanding for the period, and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. The Company had no potentially dilutive securities outstanding for the three months ended September 30, 2023 or 2022.

 
Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU requires measurement and recognition of expected credit losses for financial assets. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans, and available-for-sale debt securities. ASU 2016-13 is effective for the Company beginning July 1, 2023. Adopting the standard did not have a material impact on the unaudited consolidated financial statements.

 

There are no other recent accounting pronouncements that are expected to have a material effect on the Company's financial statements.

 
v3.23.3
IMPACT OF RESTATEMENT (Tables)
 3 Months Ended
Sep. 30, 2023
Accounting Changes and Error Corrections [Abstract]  
Schedule of reconciliation of impacted consolidated financial statement
               
For The Three Months Ended September 30, 2022
   As previously reported   Restatement Adjustment   As restated 
Consolidated Statement of Operations               
General and administrative expenses  $48,922   $(60)  $48,862 
Impairment of long-lived assets  $115,000   $(115,000)  $— 
Net Loss  $(163,922)  $(115,060)  $(48,862)
Net Loss per common share- basic   $(0.00)  $(0.00)  $(0.00)
Net Loss per common share- diluted  $(0.00)  $(0.00)  $(0.00)
                
Consolidated Statement of Changes in Stockholders’ Deficit               
Accumulated deficit  $(9,582,869)  $(3,720,084)  $(13,302,953)
Total stockholders’ equity (deficit)  $(52,577)  $(53,643)  $(106,220)
                
Consolidated Statement of Cash Flow               
Net cash used in operating activities  $(38,318)  $59   $(38,259)
Net cash provided by financing activities  $38,994   $(59)  $38,935 
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative) - USD ($)
 3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Accounting Policies [Abstract]        
Net losses $ 56,095 $ 48,862    
Accumulated deficit 13,426,760 13,302,953 $ 13,370,665  
Stockholders' Deficit 177,608 106,220 121,513 $ 101,006
Cash flow from operating activities 43,302 38,259    
Cash equivalents 0 0    
Allowance for doubtful accounts 0   $ 0  
Fair value of assets and liabilities measured on recurring basis $ 0 $ 0    
Potentially dilutive shares 0 0    
v3.23.3
PATENTS (Details Narrative) - USD ($)
 3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Jun. 30, 2022
Finite-Lived Intangible Assets [Line Items]      
Patents development costs $ 0 $ 0  
Patents [Member]      
Finite-Lived Intangible Assets [Line Items]      
Accumulated costs 39,181    
Additional patent costs $ 4,578    
Total impairment     $ 39,181
v3.23.3
COMMON STOCK PAYABLE (Details Narrative) - USD ($)
Sep. 30, 2021
Sep. 30, 2023
Jun. 30, 2023
Common Stock Payable      
Reverse stock split 1-for-100    
Common stock payable   $ 9,559 $ 9,559
v3.23.3
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
Sep. 30, 2023
Jun. 30, 2023
Related Party Transactions [Abstract]    
Advances from related parties $ 137,739 $ 126,496
Common stock payable - related parties $ 9,559  
v3.23.3
IMPACT OF RESTATEMENT (Details) - USD ($)
 3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
General and administrative expenses $ 78,841 $ 48,862    
Impairment of long-lived assets      
Net loss $ (56,095) $ (48,862)    
Net Loss per common share- basic $ (0.00) $ (0.00)    
Net Loss per common share- diluted $ (0.00) $ (0.00)    
Accumulated deficit $ (13,426,760) $ (13,302,953) $ (13,370,665)  
Total stockholders' equity (deficit) (177,608) (106,220) $ (121,513) $ (101,006)
Net cash used in operating activities (43,302) (38,259)    
Net cash provided by financing activities $ 11,243 38,935    
Previously Reported [Member]        
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
General and administrative expenses   48,922    
Impairment of long-lived assets   115,000    
Net loss   $ (163,922)    
Net Loss per common share- basic   $ (0.00)    
Net Loss per common share- diluted   $ (0.00)    
Accumulated deficit   $ (9,582,869)    
Total stockholders' equity (deficit)   (52,577)    
Net cash used in operating activities   (38,318)    
Net cash provided by financing activities   38,994    
Revision of Prior Period, Adjustment [Member]        
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
General and administrative expenses   (60)    
Impairment of long-lived assets   (115,000)    
Net loss   $ (115,060)    
Net Loss per common share- basic   $ (0.00)    
Net Loss per common share- diluted   $ (0.00)    
Accumulated deficit   $ (3,720,084)    
Total stockholders' equity (deficit)   (53,643)    
Net cash used in operating activities   59    
Net cash provided by financing activities   $ (59)    
v3.23.3
IMPACT OF RESTATEMENT (Details Narrative)
 12 Months Ended
Jun. 30, 2022
Accounting Changes and Error Corrections [Abstract]  
Restatement and adjustments, description The restatement and adjustments arising therefrom relates to the following corrections of errors contained in the previous financial statements for some or all of the affected periods: (i) the inclusion of a new non-cash expense arising from the issuance of approximately 118,663,761 shares of common stock during the fiscal year ended June 30, 2022 in satisfaction of indebtedness at an average price per share of approximately $0.00185, below the fair market value of the shares, (ii) a non-cash impairment related to the Company’s 119 art paintings, (iii) a non-cash write-off of patent costs, and (iv) a write-off of a related party receivable. As a result of these corrections, the Company’s net loss for the fiscal year ended June 30, 2022 increased from $151,885 as was reflected in the Form 10-K for the fiscal year ended June 30, 2022 to approximately $3,987,000.
v3.23.3
SUBSEQUENT EVENTS (Details Narrative)
 3 Months Ended
Oct. 02, 2023
USD ($)
$ / shares
shares
Oct. 02, 2023
CHF (SFr)
shares
Sep. 22, 2023
USD ($)
Sep. 30, 2023
Sep. 30, 2022
USD ($)
shares
Oct. 02, 2023
CHF (SFr)
Subsequent Event [Line Items]            
Shares issued, value         $ 43,648  
Common Stock [Member]            
Subsequent Event [Line Items]            
Shares issued | shares         452,022  
Shares issued, value         $ 452  
Joint Venture Agreement [Member] | Cross I N G A G [Member]            
Subsequent Event [Line Items]            
Agreement, nature and purpose       On September 22, 2023, the company entered into an agreement with cross-ING AG, an artificial intelligence development entity in Switzerland. The agreement was formed to create and deliver the software package tailored for GHST Sport Inc. The start of the project was October 2, 2023    
Initial payment $ 45,272         SFr 40,000
Royalties, description       Royalties will also be due under this agreement amounting to 1 CHF per unit sold up to 150,000 units.    
Joint Venture Agreement [Member] | Cross I N G A G [Member] | Common Stock [Member]            
Subsequent Event [Line Items]            
Shares issued, value     $ 324,523      
Joint Venture Agreement [Member] | Cross I N G A G [Member] | Common Stock [Member] | Subsequent Event [Member]            
Subsequent Event [Line Items]            
Shares issued | shares 4,476,176 4,476,176        
Shares issued, value $ 203,724 SFr 180,000        
Quoted price | $ / shares $ 0.0455          
GHST World (PK) (USOTC:GHST)
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