GHST

(“GHST” or the “Company”) was organized on November 12, 1999, as a Delaware corporation.
With regard to our previous business plans and ventures, due to a lack of necessary capital and delays which have occurred in our research and development efforts, to-date we have been unable to generate material revenue on a consistent basis or otherwise further the development of our planned businesses, including with respect to the patents we acquired for the Smart Shin Guard and our other business ventures.
Any further development or operations with respect to our legacy business plans will depend on our ability to obtain the necessary capital and personnel, including employees and third party consultants, to further such efforts.
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 pursuit of our business plan and related products and services.
As a result of its lack of capital needed to further its legacy business plans, beginning in the second half of fiscal year 2026, the Company began evaluating strategic alternatives designed to reposition its business for long-term growth.
As a result, the Company is undertaking a strategic shift with a new focus on identifying, negotiating and completing a business combination or strategic transaction such as a reverse merger with an operation business with a view to acquire a revenue-generating business.
If we are able to do so, such a transaction could allow the Company to combine with an operating business that already generates meaningful revenues.
Our only discussions in connection with such a transaction have been preliminary in nature, and we have not entered into any letter of intent or other agreement or understanding with respect to any such transaction.
No assurance can be given that we will be able to identify an acquisition target or otherwise complete such a transaction.
While we are not limiting our search to any single industry or sector, management is currently focusing its search on entities which operate in the technology, artificial intelligence, software and digital services sectors, as well as potentially with certain innovative businesses in the industrial and life sciences sectors.
However, our search is not formally limited to any specific industry, and we intend to continue evaluating opportunities that we believe may be strategically and financially attractive to the Company.
Subsidiaries The following is an overview of our subsidiaries and legacy business plans and activities.
These subsidiaries and their respective plans and operations are still in the preliminary or developmental stages and do not currently generate material revenue, including due to our lack of capital to fund their ongoing capital requirements.
As previously disclosed, Insside also entered into a series of agreements to acquire surface rights, which are similar to land leases, and engaged a special purpose entity, Green Capital SRL (“Green Capital”), an Italian company in Bergamo, which was charged with raising the substantial capital required to build the solar plants.
Green Capital is operated by our Chief Executive Officer, Roberto Castellazzi.
Subsequently, in light of the difficulties faced in Green Capital’s efforts to secure the necessary financing for this enterprise, the Company is currently in the process of terminating the preliminary surface rights agreements and has suspended its operations with respect thereto.
Specifically, Green Capital was unable to secure the financing necessary to construct the solar plants contemplated by the agreements, and, because the continuation of the preliminary surface rights agreements was contingent upon obtaining such financing, the Company intends to terminate those agreements.
The Company may in the future pursue opportunities in an effort to realize value from the design work and feasibility studies already completed for the relevant sites under the agreements referred to above, including through their potential transfer to third parties that may be interested in financing and developing the projects, although no assurance can be given that the Company will realize any such value.
Insside may pursue other opportunities in the clean energy space as management may determine and subject to accessing the necessary capital.
Insside’s consulting activities were substantially reduced following the Company’s decision to terminate its relationship with its former Chief Executive Officer, who had been primarily responsible for managing those activities.
GHST Sport In 2018, the Company acquired the rights to the 2015 Italian patent and underlying concept for the Smart Shin Guard in exchange for 2,000,000 shares of common stock which were issued in December 2021.
The Smart Shin Guard is designed as a shin guard, which is a form of protective equipment placed on the front portion of the lower leg while playing soccer and similar sports, that combines 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.
In connection with our development efforts for the Smart Shin Guard, on September 23, 2023, we entered into a joint venture agreement with Cross-Ing, an electronics and AI development company, which contemplates further development of the Smart Shin Guard for soccer and for other sports, with a particular view to developing software for the smart phone application and expanding the products’ use to other sports in addition to soccer.
The Company completed the Beta testing of the functionality of the Smart Shin Guard in July 2024.
However, following Beta testing, the development of the Smart Shin Guard prototype was delayed and remains suspended as of the date of this Report due to disagreements with our third party developer regarding the product’s development process and timeline.
Specifically, development activities under this agreement are effectively suspended pending resolution of the parties’ disagreements regarding the functionality and level of completion of the prototype and Cross-Ing’s request for additional cash payments.
The Company will need to seek to continue or locate a new third party collaborator relationship in order to re-commence and further any development activities for the product.
GHST believes that the development work completed by Cross-Ing to date has not resulted in a prototype that is sufficiently functional to allow the Company to proceed to the next stage of development.
Cross-Ing has requested additional cash payments to continue the development work, while the Company does not currently believe it is appropriate to make such additional payments under the existing circumstances, also taking into account the equity consideration already issued pursuant to the agreement.
The parties are engaged in ongoing discussions regarding a potential resolution.
In addition, GHST Art is currently exploring potential opportunities involving the redevelopment and conversion of properties considered to have artistic and cultural significance into luxury wellness facilities.
The Company has identified several properties that it believes could potentially be suitable for such projects.
These activities remain at a preliminary and exploratory stage as of the date of this Report.
We do not expect to bring them to market or generate revenue therefrom in the short term.
IoTT, which is an acronym for “Internet of Things Tech,” is our wholly-owned subsidiary focused on identifying and developing internet-based technologies.
IoTT’s recent efforts have been focused on the identification and development of artificial intelligence applied to sports through the creation of the “Neuralship” brand.
These efforts and business plan envision working with a team of external engineers and professionals specializing in artificial intelligence, digital twin technologies, data analytics and technology infrastructure, IoTT has begun operating in this area and has commenced commercially offering related services through its “iottworld.com” website.
These services will focus on the development and delivery of artificial intelligence and digital twin solutions applied to sports performance, including virtual modeling of athlete and team performance, biomechanical simulations, image and movement analysis using computer vision, predictive performance analytics, workload and fatigue monitoring, and artificial intelligence infrastructure for real-time data processing.
These technologies are designed, among other things, to collect and analyze information regarding athletes’ performance through images and video, and to reconstruct and simulate movements and athletic actions using digital twin technologies, without necessarily depending on the use of a physical device such as the Smart Shin Guard.
This activity represents an expansion of IoTT’s business model and does not reflect a discontinuation of the Company’s Smart Shin Guard project.

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Gone since FY2025

(“GHST” or the “Company”) was organized on November 12, 1999, as a Nevada corporation.
IoTT is still in the early stages of development.
IoTT World Inc. will manage the data platform for all sports resulting from the recently signed a joint venture agreement with the Cross-Ing, an artificial intelligence (AI) company, as described below at page 2.
IoTT has not sold any of these items or generated any revenue.
With regard to our patented technology, we are relying on the ability to raise the necessary capital to exploit the patents we acquired for the Smart Shin Guard.
We plan to market and sell this product to athletes, sports teams, organizations and leagues, with an initial focus on professional and amateur soccer (football) teams and leagues, both within the U.S. and abroad.
In addition, in late 2024 and early 2025 the Company has entered into certain agreements for a new clean energy business through Insside.
These agreements provide for the Company’s purchase of surface rights of certain land in Italy for solar energy projects, the construction of solar energy plants by a new special purpose entity, Green Capital SRL (“Green Capital”), an Italian company in Bergamo, which is charged with the duty of raising substantial capital to build solar plants, assuming financing is obtained and the sale of electricity from such projects and any separate arrangements we may undertake with respect to the sale of electricity.
We have not generated revenue on a consistent basis or in amounts which are necessary to offset operating losses, and need substantial additional financing to continue the development and commercialization of our business plan and related products and services.
However, we expect to generate revenue from the sale of electricity to third parties under separate arrangements which we are in the process of negotiating and structuring, as well as from our existing arrangements with Green Capital if and when Green Capital is able to raise the necessary capital to construct the solar plants contemplated by those arrangements.
See Note 1 in the accompanying footnotes to our financial statements contained in this Report.
However, no assurances can be given that these efforts will result in us generating material revenue on a consistent basis or at all.
Summaries of key agreements the Company’s subsidiary, Insside, has entered to are described below.
Management believes that the Company has reached a point where the losses from its existing business are no longer justifiable.
As a result, in an attempt to provide shareholder value, Insside has entered into a series of agreements to acquire surface rights which are similar to land leases.
In addition, Insside is transacting with a new special purpose entity, Green Capital SRL (“Green Capital”), an Italian company in Bergamo, which is charged with the duty of raising substantial capital to build solar plants.
Green Capital will be operated by our Chief Executive Officer, Roberto Castellazzi.
Castellazzi will not receive any compensation for his role with Green Capital during this preliminary phase.
Compensation will only be applicable if Green Capital secures the necessary funding and construction of the solar plants begins.
Castellazzi expects to receive approximately $20,000 for his services in the first year and approximately $40,000 in the second year assuming current exchange rates.
Upon construction of two solar plants, the Company’s subsidiary will purchase the electricity and resell it to third parties.
The agreements discussed below and the contemplated business of these entities in this enterprise generally envision that Green Capital will fund and construct the solar plants, and operate such plants when they are completed, with Insside acting as exclusive dealer by purchasing and selling the electricity produced from the plants to third parties, and providing consulting services on the construction and operation of the plants.
Green Capital will receive any revenues generated from future energy production and sales.
Insside will act as the exclusive distributor of the produced energy, deriving proceeds from its purchase of energy and resale of the energy at market prices.
Green Capital is owned by a third party which is subject to a contractual arrangement affording certain rights relating to that entity to the Company’s Chief Executive Officer, including the right to obtain a majority of the equity interests of that entity in the future.
The Company and Insside expect to enter into one or more further agreements with Green Capital to evidence and govern the intended economic rights among the parties.
On November 25, 2024, Insside entered into a preliminary agreement to purchase the surface rights of land located in Morro D’Oro, Italy for the construction of a solar plant.
The surface area of the land is 62,926 square meters.
The agreement is for a term of 20 years.
Insside agreed to a per-square meter payment amount for the surface rights and an annual lump sum payment as compensation for the energy produced for the duration of the contract; if Insside is unable to sell the energy produced for at least six consecutive months, then such compensation shall not be payable.
On November 29, 2024, Insside entered into a preliminary agreement with Green Capital to assign the above purchased surface rights for the term of the agreements for construction.
Green Capital is required to raise the capital and build and operate the solar plant.
See the “Risk Factors” contained in our quarterly report on Form 10-Q for the fiscal quarter ended December 31, 2024, which was filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2025.
On January 24, 2025, Insside entered into the preliminary agreement to purchase the surface rights of land that is located in Giulianova, Italy for construction of a solar plant.
The surface area is 10,230 square meters.
The parties agreed to a division of the earnings from energy sales as set forth in the agreement beginning 48 months after production of energy commences, as set forth in the agreement.
Under the agreement, the seller committed to entrusting our subsidiary with the sale of all energy produced by the plant as the sole “dealer” and to assigning rooftop solar plant construction projects for at least 660 kW.
Under the agreement, after the 48 month period following connection of the power plant, the surface right granted thereunder will terminate, and ownership of the plant will be retained by the seller.
On January 27, 2025, Insside entered into a preliminary agreement with Green Capital, to assign the above purchased surface rights for the term of the agreement for construction.
See the “Risk Factors” contained in our quarterly report on Form 10-Q for the fiscal quarter ended December 31, 2024, which was filed with the SEC on February 19, 2025.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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