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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 December 31, 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 February 5, 2024, 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 December 31, 2023 (Unaudited) and June 30, 2023 1
  Consolidated Statements of Operations (Unaudited) – For the Three and Six Months Ended December 31, 2023 and 2022 2
  Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) – For the Three and Six Months Ended December 31, 2023 and 2022 3
  Consolidated Statements of Cash Flows (Unaudited) – For the Six Months Ended December 31, 2023 and 2022 4
  Condensed Notes to Consolidated Financial Statements (Unaudited) 5
     
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 10
Item 3 Quantitative and Qualitative Disclosures About Market Risk 12
Item 4 Controls and Procedures 12
     
  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

 

 

 

 

 
 

 

 

PART I: FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

GHST World Inc.

Consolidated Balance Sheets

 

       
  

December 31,

2023

 

June 30,

2023

   (Unaudited)   
 
Assets          
           
Current Assets          
Cash  $1,058   $39,495 
Accounts receivable   6,348       
Total Current Assets   7,406    39,495 
           
           
Total Assets  $7,406   $39,495 
           
Liabilities and Stockholders’ Deficit          
           
Current Liabilities          
Accounts payable and accrued expenses  $24,214   $1,112 
Advances from related parties   190,055    126,496 
Common stock payable   9,559    9,559 
Deferred revenue   17,367    23,841 
Total Current Liabilities   241,195    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 December 31, 2023 and June 30, 2023   6    6 
Series B, 2,200 shares issued and outstanding at December 31, 2023 and June 30, 2023   2    2 
Common stock, $0.001 par value, 300,000,000 shares authorized; 130,201,179 shares issued at December 31, 2023 and June 30, 2023   130,201    125,725 
Additional paid-in-capital   13,443,466    13,123,419 
Accumulated deficit   (13,807,464)   (13,370,665)
Total Stockholders’ Deficit   (233,789)   (121,513)
           
Total Liabilities and Stockholders' Deficit  $7,406   $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 December 31,   For the Six Months Ended December 31,
   2023  2022  2023  2022
      (As Restated)     (As Restated)
             
Revenues  $15,854   $     $39,695   $   
                     
Operating expenses:                    
General and administrative expenses   72,796    19,181    151,638    68,043 
Patent development costs         4,178          4,178 
Product development costs   324,523          324,523      
Total operating expenses   397,319    23,359    476,161    72,221 
                     
Other Income(expense):                    
Other income   761    (227)   (334)     
Total Other Income (expense)   761    (227)   (334)      
                     
Net loss  $(380,704)  $(23,586)  $(436,800)  $(72,221)
                     
                     
Net loss per common share - basic and diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                     
Weighted average number of common shares outstanding - basic and diluted   130,103,871    125,092,096    127,914,437    124,834,016 

 

 

 

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

 

 

2 
 

 

GHST World Inc.

Consolidated Statements of Changes in Stockholders' Deficit

For the Three and Six Months Ended December 31, 2023 and 2022

(Unaudited)

 

                            
   Preferred Stock Series A  Preferred Stock Series B  Common Stock  Additional Paid in  Accumulated  Total Stockholders'
     Shares      Amount      Shares      Amount      Shares      Amount     Capital      Deficit      Deficit  
                                              
Balance 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)
                                              
Issuance of common stock for cash   —            —            339,514    339    28,947          29,286 
Net loss for the three months ended December 31, 2022   —            —            —                  (23,586)   (23,586)
Balance December 31, 2022 - As Restated   6,000    6    2,200    2    125,222,070    125,222    13,100,789    (13,326,539)   (100,520)

 

 

 

                            
   Preferred Stock Series A  Preferred Stock Series B  Common Stock  Additional Paid in  Accumulated  Total Stockholders'
     Shares      Amount      Shares      Amount      Shares      Amount     Capital      Deficit      Deficit  
                                              
Balance 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)
                                              
Issuance of common stock for services   —            —            4,476,176    4,476    320,047          324,523 
Net loss for the three months ended December 31, 2023   —            —            —                  (380,704)   (380,704)
Balance December 31, 2023   6,000    6    2,200    2    130,201,179    130,201    13,443,466    (13,807,464)   (233,789)

 

 

 

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

 

 

3 
 

 

GHST World Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

       
   For the Six Months Ended December 31, 
   2023  2022
      (As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss  $(436,800)  $(72,221)
Adjustments to reconcile net loss to net cash used in operating activities:          
Stock compensation   324,523       
Changes in operating assets and liabilities:          
Accounts receivable   (6,348)      
Accounts payable and accrued expenses   23,102    1,355 
Deferred revenue   (6,474)      
Net Cash Used In Operating Activities   (101,997)   (70,867)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Advances from related parties   63,559    (1,587)
Issuance of common stock for cash         72,934 
Net Cash Provided By Financing Activities   63,559    71,347 
           
Net increase (decrease) in cash   (38,438)   480 
           
Cash - beginning of period   39,495    206 
           
Cash - end of period  $1,058   $686 
           
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 six months ended December 31, 2023 and 2022, and our financial position as of December 31, 2023, have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.

Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these interim unaudited financial statements should be read in conjunction with the financial statements and notes thereto for the year ended June 30, 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 $436,800 and $72,221 for the six months ended December 31, 2023 and 2022. The Company has an accumulated deficit of $13,807,464 and $13,370,665 for the six months ended December 31, 2023 and the year ended June 30, 2023, respectively and a stockholders’ deficit of $233,789 and $121,513 as of December 31, 2023 and June 30, 2023. The Company used $101,997 and $70,867 in cash flow from operating activities for the six months ended December 31, 2023 and 2022.

Management believes these conditions raise substantial doubt about the Company’s ability to continue as a going concern for the next 12 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.

 

5 

GHST WORLD, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

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 December 31, 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: 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 December 31, 2023 or June 30, 2023.

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 December 31, 2023 and June 30, 2023, the company did not record any such allowance.

 

Fair Value

 

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

 

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

 

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company has no assets or liabilities that are measured at fair value on a recurring and/or non-recurring during the three months ended December 31, 2023 and June 30, 2023.

 

6 

GHST WORLD, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

Impairment of Long-Lived Assets

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

Research and Development

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

Income Taxes

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

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

Stock Based Compensation

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

 

Net Loss Per Share

 

Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common shares outstanding for the period, and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. The Company had no potentially dilutive securities outstanding for the six months ended December 31, 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.

 

7 

GHST WORLD, INC.

Notes to Unaudited Condensed Consolidated 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 December 31, 2023.

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 December 31, 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 December 31, 2023 and June 30, 2023, the Company owed related parties a total of $190,055 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 December 31, 2023, of amounts due to related parties that will be converted as described in Note 4.

 

NOTE 6 – STOCKHOLDERS’ EQUITY

 

On September 22, 2023, the Company entered into an agreement with cross-ING AG, an artificial intelligence development entity in Switzerland. The joint venture 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, which the Company has agreed not to sell for a period of two years. 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.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

Legal Matters

 

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of December 31, 2023, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations

 

NOTE 8 – IMPACT OF RESTATEMENT

 

The Company made certain adjustments impacting its financial statements for the fiscal years ended June 30, 2023 and 2022 and interim periods (the “Affected Periods”). 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 fiscal year 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 fiscal year 2022 increased from $151,885 as was reflected in its annual report on Form 10-K for the fiscal year ended June 30, 2022 to approximately $3,987,000.

 

 

8 

GHST WORLD, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

See below for a reconciliation from the previously reported December 31, 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 six months ended December 31, 2022. The previously reported amounts were derived from the Company's Quarterly Report on Form 10-Q for the six months ended December 31, 2022 as filed with the SEC on February 14, 2023 (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 December 31, 2022.

 

As of December 31, 2022

         
          
Consolidated Balance Sheet  As previously reported  Restatement Adjustment 

As restated

  Patent costs  $41,960   $(41,960)  $   

 

For The Three Months Ended December 31, 2022

          
   As previously reported  Restatement Adjustment 

As restated

Consolidated Statement of Operations         
  General and administrative expenses  $19,241   $(60)  $19,181 
  Impairment of long-lived assets                  
  Depreciation and Amortization   1,399    (1,399)      
  Patent development costs         4,178    4,178 
  Net Loss  $(20,867)  $(2,719)  $(23,586)
                

 

For The Six Months Ended December 31, 2022

          
  As previously reported  Restatement Adjustment 

As restated

Consolidated Statement of Operations         
  General and administrative expenses  $68,163   $(120)  $68,043 
  Impairment of long-lived assets   115,000    (115,000)      
  Depreciation and Amortization   1,399    (1,399)      
  Patent development costs         4,178    4,178 
  Net Loss  $(184,562)  $(112,568)  $(72,221)
Foreign exchange loss   (227)         (227)
Comprehensive loss  $(184,789)  $(112,568)  $(72,448)
                
Consolidated Statement of Changes in Stockholders’ Deficit               
     Accumulated deficit  $(9,603,509)  $(3,722,030)  $(13,326,539)
     Total stockholders’ equity (deficit)  $(44,158)  $(56,362)  $(100,520 
                
Consolidated Statement of Cash Flow               
  Net cash used in operating activities  $(67,035)  $(3,832)  $(70,867)
  Net cash provided by financing activities  $71,468   $(121)  $71,347 
  Net cash used in investing activities  $(4,178)  $4,178   $   

 

NOTE 9 – SUBSEQUENT EVENTS

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements were issued for potential recognition or disclosure. The Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

 

9 
 

 

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

 

Overview

 

We are a holding company for various technology and related activities. As of the date of this Quarterly Report on Form 10-Q (this “Report”), our principal business strategy is seeking to exploit a patent and obtain and exploit future patents for the Smart Shin Guard 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 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 revenue on a consistent basis or in amounts which are necessary to offset operating losses, and need substantial additional financing to continue the development and commercialization of our business plan and related products and service

 

Recent Developments

 

Beginning in October 2023, InSSIDeWorld has performed services related to conducting preliminary research on security and preventative measures focusing on criminal activity at stadiums for sporting events.

 

In the quarter ended December 31, 2023 and more recently, the Company and its service provider have continued product development efforts for its Smart Shin Guard, with efforts focused on finalizing specifications for an initial prototype of the product.

 

In the quarter ended December 31, 2023, InSSIDEWorld as continued its efforts to procure solar panel systems, and is in the process of seeking the necessary financing for such systems, as well as evaluating prospective markets for selling these systems.

Results of Operations

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

Three Months Ended December 31, 2023 Compared to the Three Months Ended December 31, 2022

 

We had $15,854 in revenue in the three months ended December 31, 2023 compared to no revenue for the three months ended December 31, 2022, and we sustained net losses of $380,704 and $23,586, respectively, in those periods. The higher losses resulted from increased operating expenses in the 2023 period, as more particularly described in the paragraph that follows. The revenue during the 2023 period related to the Company’s provision of consulting services through InSSiDe World.

 

During the three months ended December 31, 2023 and 2022, operating expenses were $397,319 and $23,359, respectively. The operating expenses in the 2023 period included $324,523 of product development costs with no corresponding costs in the 2022 period (as restated), as the Company engaged in research and development efforts for the products and services. In addition, there were $72,796 in general and administrative expenses which related to accounting and legal expenses filings with the Securities and Exchange Commission including for the restated financials described in Note 8 to the accompanying financial statements, compared to $19,181 of in general and administrative expenses in the 2022 period.

Six Months Ended December 31, 2023 Compared to the Six Months Ended December 31, 2022

 

We had $39,695 in revenue in the six months ended December 31, 2023 compared to no revenue for the six months ended December 31, 2022, and we sustained net losses of $436,800 and $72,221, respectively, in those periods. The revenue during the 2023 period related to the Company’s provision of consulting services through InSSiDe World.

 

During the six months ended December 31, 2023 and 2022, operating expenses were $476,161 and $72,221, respectively, which consisted of product development costs and general and administrative expenses relating to the same items described above for the three-month period.

 

10 
 

 

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 six months ended December 31, 2023, the Company used net cash of $101,997 in operating activities as compared to $70,867 for the six months ended December 31, 2022. The increase in cash used from operations was primarily due to $324,523 in stock compensation with no corresponding charge in the 2022 period, and an increase in accounts payable and accrued expenses in the 2023 period and legal and accounting expenses arising from the restatement of the Company’s financial statements as described in Note 8 to the accompanying financial statements. We anticipate experiencing sustained or increased operational expenses as we continue our business development efforts.

Cash Flows from Financing Activities:

Cash flows provided by financing activities for the six months ended December 31, 2023 were $63,559 compared to $71,347 for the six months ended December 31, 2022. The difference between periods is primarily attributable to issuance of common stock totaling $72,934 in the 2022 period compared to $0 in the 2023 period, partially offset by the Company’s receipt of related party advances totaling $63,559 compared to payments to related parties totaling $(1,587) in the 2022 period.

Liquidity

 

We have $1,058 in available cash as of December 31, 2023 and for the past two years we have been relying on loans from our current investors and related parties and proceeds from sales of our common stock to fund our operations. As reflected in the financial statements contained in this Report, management has expressed substantial doubt about our ability to continue as a going concern for the next 12 months from the date the financial statements were issued, unless we can raise the required capital or generate material revenue to fund our operations.

 

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

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.

 

 

11 
 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial 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 December 31, 2023 were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms because of a material weakness in the Company’s internal control over financial reporting. Specifically, the Company did not maintain effective controls to identify and maintain segregation of duties to support the identification, authorization, approval, accounting for, and the disclosure of related-party transactions and non-routine transactions. One individual, the Chief Executive Officer, initiates related-party transactions and non-routine transactions and also reviews, evaluates and approves these same transactions.

 

Changes in Internal Control Over Financial Reporting

 

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

 

PART II: OTHER INFORMATION

 

ITEM 1 - LEGAL PROCEEDINGS

 

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

 

ITEM 1.A – RISK FACTORS

 

Not applicable.

 

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

 

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

 

None.

 

12 
 

ITEM 6 – EXHIBITS

 

        Incorporated by Reference   Filed or Furnished
Exhibit #   Exhibit Description   Form   Date   Number   Herewith
2.1   Certificate of Merger   10-K   2/18/2010   3.2    
3.1   Amended and Restated Certificate of Incorporation   10-12G   3/9/2021   3.1    
3.1(a)   Certificate of Amendment to Certificate of Incorporation (Reverse Stock Split)   10-Q   11/15/2021   3.2    
3.1(b)   Certificate of Amendment to Certificate of Incorporation (Decrease in Authorized Capital)   10-Q   11/15/2021   3.3    
3.1(c)   Certificate of Designation   10-K   2/18/2010   3.3    
3.2   Amended and Restated Bylaws   10-12G   3/9/2021   3.3    
16.1   Letter from Salberg & Company, P.A. dated October 27, 2023   8-K   10/30/2023   16.1    
31.1   Certification of Principal Executive Officer (302)               Filed
31.2(a)   Certification of Principal Financial Officer (302)               Filed
31.2(b)   Certification of Principal Financial Officer (302)               Filed
32.1   Certification of Principal Executive and Principal Financial Officers (906)               Furnished*
101.INS   Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)               Filed
101.SCH   Inline XBRL Taxonomy Extension Schema Document               Filed
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document               Filed
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document               Filed
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document               Filed
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document               Filed
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)               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:  February 12, 2024 By:    /s/ Edoardo Riboli
      Edoardo Riboli,Chief Executive Officer
     

(Principal Executive Officer)

 

  

Dated:  February 12, 2024 By: /s/ Marcello Appella
      Marcello Appella, Chief Financial Officer
     

(Principal Financial Officer)

 

 

Dated:  February 12, 2024 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: February 12, 2024

 

/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: February 12, 2024

 

/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: February 12, 2024

 

/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 December 31, 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: February 12, 2024

 

 

In connection with the quarterly report of GHST World, Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 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: February 12, 2024

 

 

In connection with the quarterly report of GHST World, Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 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: February 12, 2024

 

 

v3.24.0.1
Cover - shares
6 Months Ended
Dec. 31, 2023
Feb. 05, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Dec. 31, 2023  
Document Fiscal Period Focus Q2  
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 Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   130,201,179
v3.24.0.1
Consolidated Balance Sheets - USD ($)
Dec. 31, 2023
Jun. 30, 2023
Current Assets    
Cash $ 1,058 $ 39,495
Accounts receivable 6,348
Total Current Assets 7,406 39,495
Total Assets 7,406 39,495
Current Liabilities    
Accounts payable and accrued expenses 24,214 1,112
Advances from related parties 190,055 126,496
Common stock payable 9,559 9,559
Deferred revenue 17,367 23,841
Total Current Liabilities 241,195 161,008
Commitments and Contingencies (Note 6)
Stockholders’ Deficit    
Common stock, $0.001 par value, 300,000,000 shares authorized; 130,201,179 shares issued at December 31, 2023 and June 30, 2023 130,201 125,725
Additional paid-in-capital 13,443,466 13,123,419
Accumulated deficit (13,807,464) (13,370,665)
Total Stockholders’ Deficit (233,789) (121,513)
Total Liabilities and Stockholders' Deficit 7,406 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
v3.24.0.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 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 130,201,179 130,201,179
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
v3.24.0.1
Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Income Statement [Abstract]        
Revenues $ 15,854 $ 39,695
Operating expenses:        
General and administrative expenses 72,796 19,181 151,638 68,043
Patent development costs 4,178 4,178
Product development costs 324,523 324,523  
Total operating expenses 397,319 23,359 476,161 72,221
Other Income(expense):        
Other income 761 (227) (334)  
Total Other Income (expense) 761 (227) (334)
Net loss $ (380,704) $ (23,586) $ (436,800) $ (72,221)
v3.24.0.1
Consolidated Statements of Operations (Unaudited) (Parenthetical) - $ / shares
3 Months Ended 6 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Income Statement [Abstract]        
Net loss per common share, basic $ (0.00) $ (0.00) $ (0.00) $ (0.00)
Net loss per common share, diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
Weighted average number of common shares outstanding, basic 130,103,871 125,092,096 127,914,437 124,834,016
Weighted average number of common shares outstanding, diluted 130,103,871 125,092,096 127,914,437 124,834,016
v3.24.0.1
Consolidated Statements 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 services $ 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      
Issuance of common stock for services $ 339 28,947 29,286
Issuance of common stock for cash, shares     339,514      
Net loss (23,586) (23,586)
Ending balance, value at Dec. 31, 2022 $ 6 $ 2 $ 125,222 13,100,789 (13,326,539) (100,520)
Ending balance, shares at Dec. 31, 2022 6,000 2,200 125,222,070      
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      
Issuance of common stock for services $ 4,476 320,047 324,523
Issuance of common stock for cash, shares     4,476,176      
Net loss (380,704) (380,704)
Ending balance, value at Dec. 31, 2023 $ 6 $ 2 $ 130,201 $ 13,443,466 $ (13,807,464) $ (233,789)
Ending balance, shares at Dec. 31, 2023 6,000 2,200 130,201,179      
v3.24.0.1
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Dec. 31, 2023
Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (436,800) $ (72,221)
Adjustments to reconcile net loss to net cash used in operating activities:    
Stock compensation 324,523
Changes in operating assets and liabilities:    
Accounts receivable (6,348)
Accounts payable and accrued expenses 23,102 1,355
Deferred revenue (6,474)
Net Cash Used In Operating Activities (101,997) (70,867)
CASH FLOWS FROM FINANCING ACTIVITIES    
Advances from related parties 63,559 (1,587)
Issuance of common stock for cash 72,934
Net Cash Provided By Financing Activities 63,559 71,347
Net increase (decrease) in cash (38,438) 480
Cash - beginning of period 39,495 206
Cash - end of period 1,058 686
Cash paid during the year/period for:    
Interest
Taxes
v3.24.0.1
ORGANIZATION, DESCRIPTION OF BUSINESS
6 Months Ended
Dec. 31, 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 six months ended December 31, 2023 and 2022, and our financial position as of December 31, 2023, have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.

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

v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
6 Months Ended
Dec. 31, 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 $436,800 and $72,221 for the six months ended December 31, 2023 and 2022. The Company has an accumulated deficit of $13,807,464 and $13,370,665 for the six months ended December 31, 2023 and the year ended June 30, 2023, respectively and a stockholders’ deficit of $233,789 and $121,513 as of December 31, 2023 and June 30, 2023. The Company used $101,997 and $70,867 in cash flow from operating activities for the six months ended December 31, 2023 and 2022.

Management believes these conditions raise substantial doubt about the Company’s ability to continue as a going concern for the next 12 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 December 31, 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: 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 December 31, 2023 or June 30, 2023.

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 December 31, 2023 and June 30, 2023, the company did not record any such allowance.

 

Fair Value

 

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

 

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

 

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company has no assets or liabilities that are measured at fair value on a recurring and/or non-recurring during the three months ended December 31, 2023 and June 30, 2023.

 

Impairment of Long-Lived Assets

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

Research and Development

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

Income Taxes

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

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

Stock Based Compensation

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

 

Net Loss Per Share

 

Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common shares outstanding for the period, and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. The Company had no potentially dilutive securities outstanding for the six months ended December 31, 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.

v3.24.0.1
PATENTS
6 Months Ended
Dec. 31, 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 December 31, 2023.

v3.24.0.1
COMMON STOCK PAYABLE
6 Months Ended
Dec. 31, 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 December 31, 2023, and June 30, 2023, the Company has a total of $9,559 that has not been converted to common stock.

v3.24.0.1
RELATED PARTY TRANSACTIONS
6 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 5 – RELATED PARTY TRANSACTIONS

At December 31, 2023 and June 30, 2023, the Company owed related parties a total of $190,055 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 December 31, 2023, of amounts due to related parties that will be converted as described in Note 4.

 

v3.24.0.1
STOCKHOLDERS’ EQUITY
6 Months Ended
Dec. 31, 2023
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 6 – STOCKHOLDERS’ EQUITY

 

On September 22, 2023, the Company entered into an agreement with cross-ING AG, an artificial intelligence development entity in Switzerland. The joint venture 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, which the Company has agreed not to sell for a period of two years. 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.

v3.24.0.1
COMMITMENTS AND CONTINGENCIES
6 Months Ended
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

Legal Matters

 

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of December 31, 2023, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations

 

v3.24.0.1
IMPACT OF RESTATEMENT
6 Months Ended
Dec. 31, 2023
Accounting Changes and Error Corrections [Abstract]  
IMPACT OF RESTATEMENT

NOTE 8 – IMPACT OF RESTATEMENT

 

The Company made certain adjustments impacting its financial statements for the fiscal years ended June 30, 2023 and 2022 and interim periods (the “Affected Periods”). 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 fiscal year 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 fiscal year 2022 increased from $151,885 as was reflected in its annual report on 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 December 31, 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 six months ended December 31, 2022. The previously reported amounts were derived from the Company's Quarterly Report on Form 10-Q for the six months ended December 31, 2022 as filed with the SEC on February 14, 2023 (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 December 31, 2022.

 

As of December 31, 2022

         
          
Consolidated Balance Sheet  As previously reported  Restatement Adjustment 

As restated

  Patent costs  $41,960   $(41,960)  $   

 

For The Three Months Ended December 31, 2022

          
   As previously reported  Restatement Adjustment 

As restated

Consolidated Statement of Operations         
  General and administrative expenses  $19,241   $(60)  $19,181 
  Impairment of long-lived assets                  
  Depreciation and Amortization   1,399    (1,399)      
  Patent development costs         4,178    4,178 
  Net Loss  $(20,867)  $(2,719)  $(23,586)
                

 

For The Six Months Ended December 31, 2022

          
  As previously reported  Restatement Adjustment 

As restated

Consolidated Statement of Operations         
  General and administrative expenses  $68,163   $(120)  $68,043 
  Impairment of long-lived assets   115,000    (115,000)      
  Depreciation and Amortization   1,399    (1,399)      
  Patent development costs         4,178    4,178 
  Net Loss  $(184,562)  $(112,568)  $(72,221)
Foreign exchange loss   (227)         (227)
Comprehensive loss  $(184,789)  $(112,568)  $(72,448)
                
Consolidated Statement of Changes in Stockholders’ Deficit               
     Accumulated deficit  $(9,603,509)  $(3,722,030)  $(13,326,539)
     Total stockholders’ equity (deficit)  $(44,158)  $(56,362)  $(100,520 
                
Consolidated Statement of Cash Flow               
  Net cash used in operating activities  $(67,035)  $(3,832)  $(70,867)
  Net cash provided by financing activities  $71,468   $(121)  $71,347 
  Net cash used in investing activities  $(4,178)  $4,178   $   

 

v3.24.0.1
SUBSEQUENT EVENTS
6 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements were issued for potential recognition or disclosure. The Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies)
6 Months Ended
Dec. 31, 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 $436,800 and $72,221 for the six months ended December 31, 2023 and 2022. The Company has an accumulated deficit of $13,807,464 and $13,370,665 for the six months ended December 31, 2023 and the year ended June 30, 2023, respectively and a stockholders’ deficit of $233,789 and $121,513 as of December 31, 2023 and June 30, 2023. The Company used $101,997 and $70,867 in cash flow from operating activities for the six months ended December 31, 2023 and 2022.

Management believes these conditions raise substantial doubt about the Company’s ability to continue as a going concern for the next 12 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 December 31, 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: 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 December 31, 2023 or June 30, 2023.

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 December 31, 2023 and June 30, 2023, the company did not record any such allowance.

 

Fair Value

Fair Value

 

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

 

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

 

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company has no assets or liabilities that are measured at fair value on a recurring and/or non-recurring during the three months ended December 31, 2023 and June 30, 2023.

 

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

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

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. We measure stock-based compensation using the fair market value of the Company’s common stock on the date of the grant.

 

Net Loss Per Share

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 six months ended December 31, 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.

v3.24.0.1
IMPACT OF RESTATEMENT (Tables)
6 Months Ended
Dec. 31, 2023
Accounting Changes and Error Corrections [Abstract]  
Schedule of reconciliation of the impacted consolidated financial statement
         
          
Consolidated Balance Sheet  As previously reported  Restatement Adjustment 

As restated

  Patent costs  $41,960   $(41,960)  $   

 

For The Three Months Ended December 31, 2022

          
   As previously reported  Restatement Adjustment 

As restated

Consolidated Statement of Operations         
  General and administrative expenses  $19,241   $(60)  $19,181 
  Impairment of long-lived assets                  
  Depreciation and Amortization   1,399    (1,399)      
  Patent development costs         4,178    4,178 
  Net Loss  $(20,867)  $(2,719)  $(23,586)
                

 

For The Six Months Ended December 31, 2022

          
  As previously reported  Restatement Adjustment 

As restated

Consolidated Statement of Operations         
  General and administrative expenses  $68,163   $(120)  $68,043 
  Impairment of long-lived assets   115,000    (115,000)      
  Depreciation and Amortization   1,399    (1,399)      
  Patent development costs         4,178    4,178 
  Net Loss  $(184,562)  $(112,568)  $(72,221)
Foreign exchange loss   (227)         (227)
Comprehensive loss  $(184,789)  $(112,568)  $(72,448)
                
Consolidated Statement of Changes in Stockholders’ Deficit               
     Accumulated deficit  $(9,603,509)  $(3,722,030)  $(13,326,539)
     Total stockholders’ equity (deficit)  $(44,158)  $(56,362)  $(100,520 
                
Consolidated Statement of Cash Flow               
  Net cash used in operating activities  $(67,035)  $(3,832)  $(70,867)
  Net cash provided by financing activities  $71,468   $(121)  $71,347 
  Net cash used in investing activities  $(4,178)  $4,178   $   
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2023
Jun. 30, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
Jun. 30, 2022
Accounting Policies [Abstract]                
Net losses $ 380,704   $ 23,586 $ 436,800 $ 72,221      
Accumulated deficit 13,807,464 $ 13,370,665 13,326,539 13,807,464 13,326,539      
Stockholders' Deficit 233,789 121,513 $ 100,520 233,789 100,520 $ 177,608 $ 106,220 $ 101,006
Cash flow from operating activities       101,997 $ 70,867      
Cash equivalents 0 0   0        
Allowance for doubtful accounts 0 0   $ 0        
Fair value of assets and liabilities measured on recurring basis $ 0 $ 0            
Potentially dilutive shares       0 0      
v3.24.0.1
PATENTS (Details Narrative) - USD ($)
6 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Jun. 30, 2022
Finite-Lived Intangible Assets [Line Items]      
Total impairment    
Patents [Member]      
Finite-Lived Intangible Assets [Line Items]      
Accumulated costs $ 39,181    
Additional patent costs 4,578    
Total impairment     $ 39,181
Development costs $ 0    
v3.24.0.1
COMMON STOCK PAYABLE (Details Narrative) - USD ($)
Sep. 30, 2021
Dec. 31, 2023
Jun. 30, 2023
Common Stock Payable      
Reverse stock split 1-for-100    
Common stock payable   $ 9,559 $ 9,559
v3.24.0.1
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
Dec. 31, 2023
Jun. 30, 2023
Related Party Transactions [Abstract]    
Advances from related parties $ 190,055 $ 126,496
Common stock payable - related parties $ 9,559  
v3.24.0.1
STOCKHOLDERS’ EQUITY (Details Narrative) - Cross I N G A G [Member]
6 Months Ended
Oct. 02, 2023
USD ($)
shares
Dec. 31, 2023
Oct. 02, 2023
CHF (SFr)
shares
Collaborative Arrangement and Arrangement Other than Collaborative [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 joint venture was formed to create and deliver the software package tailored for GHST Sport Inc. The start of the project was October 2, 2023  
Initial payments due $ 45,272   SFr 40,000
Shares issued | shares 4,476,176   4,476,176
Issuance of stock value | $ $ 324,523    
Royalties, description   Royalties will also be due under this agreement amounting to 1 CHF per unit sold up to 150,000 units.  
v3.24.0.1
IMPACT OF RESTATEMENT (Details) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Sep. 30, 2023
Jun. 30, 2023
Sep. 30, 2022
Jun. 30, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                
Patent costs            
General and administrative expenses $ 72,796 19,181 $ 151,638 68,043        
Impairment of long-lived assets            
Depreciation and Amortization            
Patent development costs 4,178 4,178        
Net loss (380,704) (23,586) (436,800) (72,221)        
Foreign exchange loss       (227)        
Comprehensive loss       (72,448)        
Accumulated deficit (13,807,464) (13,326,539) (13,807,464) (13,326,539)   $ (13,370,665)    
Total stockholders' equity (deficit) $ (233,789) (100,520) (233,789) (100,520) $ (177,608) $ (121,513) $ (106,220) $ (101,006)
Net cash used in operating activities     (101,997) (70,867)        
Net cash provided by financing activities     $ 63,559 71,347        
Net cash used in investing activities              
Previously Reported [Member]                
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                
Patent costs   41,960   41,960        
General and administrative expenses   19,241   68,163        
Impairment of long-lived assets     115,000        
Depreciation and Amortization   1,399   1,399        
Patent development costs            
Net loss   (20,867)   (184,562)        
Foreign exchange loss       (227)        
Comprehensive loss       (184,789)        
Accumulated deficit   (9,603,509)   (9,603,509)        
Total stockholders' equity (deficit)   (44,158)   (44,158)        
Net cash used in operating activities       (67,035)        
Net cash provided by financing activities       71,468        
Net cash used in investing activities       (4,178)        
Revision of Prior Period, Adjustment [Member]                
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                
Patent costs   (41,960)   (41,960)        
General and administrative expenses   (60)   (120)        
Impairment of long-lived assets     (115,000)        
Depreciation and Amortization   (1,399)   (1,399)        
Patent development costs   4,178   4,178        
Net loss   (2,719)   (112,568)        
Foreign exchange loss              
Comprehensive loss       (112,568)        
Accumulated deficit   (3,722,030)   (3,722,030)        
Total stockholders' equity (deficit)   $ (56,362)   (56,362)        
Net cash used in operating activities       (3,832)        
Net cash provided by financing activities       (121)        
Net cash used in investing activities       $ 4,178        
v3.24.0.1
IMPACT OF RESTATEMENT (Details Narrative)
6 Months Ended
Dec. 31, 2023
Accounting Changes and Error Corrections [Abstract]  
Restatement and adjustments, description The Company made certain adjustments impacting its financial statements for the fiscal years ended June 30, 2023 and 2022 and interim periods (the “Affected Periods”). 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 fiscal year 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 fiscal year 2022 increased from $151,885 as was reflected in its annual report on Form 10-K for the fiscal year ended June 30, 2022 to approximately $3,987,000.

GHST World (PK) (USOTC:GHST)
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