10-K: GHST World Pivots to Clean Energy Amid Going Concern Doubt

GHST World Inc. reports continued financial losses and a going concern doubt for fiscal year 2025, while strategically shifting focus to clean energy projects in Italy alongside ongoing Smart Shin Guard development.

Summary

• GHST World Inc. (GHST) is a holding company primarily focused on its patented Smart Shin Guard technology and a new clean energy business through its subsidiary Insside World Inc.
• The company reported revenue of $60,469 for the fiscal year ended June 30, 2025 (FY 2025), an increase from $40,916 in FY 2024, both derived from Insside's renewable energy activities.
• Net loss for FY 2025 was $182,848, a significant reduction from $511,284 in FY 2024, primarily due to a decline in general and administrative expenses.
• The accumulated deficit reached $14,064,797 as of June 30, 2025.
• Management has expressed substantial doubt about the company's ability to continue as a going concern, citing insufficient working capital for the next 12 months.
• The clean energy business involves acquiring surface rights for solar plants in Italy, with Green Capital SRL responsible for raising substantial capital ($7 million to $10 million) and construction, and Insside acting as the exclusive electricity dealer.
• Development of the Smart Shin Guard is ongoing, with Beta testing completed in July 2024, but final development and commercialization are delayed due to limited capital.
• The company operates with no full-time employees, relying on part-time officers and outside consultants.

Sentiment

Score: 3

Explanation: The company faces severe financial distress, evidenced by a substantial accumulated deficit, minimal cash reserves, and an explicit 'going concern' doubt from its auditors and management. While there's a slight reduction in net loss and an increase in revenue, the core product development is delayed, and the new clean energy venture is highly speculative and dependent on external financing. The overall financial health and operational execution present substantial risks.

Positives

• Revenue increased to $60,469 in FY 2025 from $40,916 in FY 2024, indicating initial traction in the new clean energy segment.
• Net loss significantly reduced to $182,848 in FY 2025 from $511,284 in FY 2024, primarily due to lower general and administrative expenses.
• Beta testing of the Smart Shin Guard functionality was completed in July 2024, marking progress in product development.
• Preliminary agreements for solar plant surface rights in Morro DOro and Giulianova, Italy, have been secured, laying groundwork for clean energy projects.
• Power generation plants in Mosciano, Italy, are completed and awaiting connection to the national grid, expected between October and November 2025, which could lead to definitive energy sale agreements.

Negatives

• Substantial doubt exists about the company's ability to continue as a going concern due to an accumulated deficit of $14,064,797 and minimal cash reserves of $2,518 as of June 30, 2025.
• The company relies heavily on advances from related parties for funding, with $417,771 owed as of June 30, 2025.
• Development and commercialization of the Smart Shin Guard have been repeatedly delayed due to limited capital and human resources.
• New clean energy projects are preliminary, unproven, and highly dependent on Green Capital SRL raising substantial external capital ($7 million to $10 million), with no assurance of success or material revenue generation.
• Material weaknesses in internal controls over financial reporting were identified, including insufficient segregation of duties and lack of written policies.
• There is no active public market for the common stock, trading is sporadic, and its 'penny stock' designation adversely affects liquidity and price.
• The company has no full-time employees, relying on part-time officers and outside consultants, which poses operational risks.

Risks

• Inability to raise sufficient additional capital (estimated at least $250,000 for the next 12 months) through debt or equity financing, which could force the company to cease operations.
• Significant uncertainties and material business risks associated with the new clean energy business model, including its unproven nature, limited management experience in the sector, and dependence on third-party financing ($7 million to $10 million).
• Repeated delays in completing development and commercialization of the Smart Shin Guard, risking patent expiration before market entry and failure to generate material revenue.
• Dependence on intellectual property (patents) which may be difficult to obtain, maintain, or enforce, and vulnerability to third-party infringement claims, potentially leading to expensive litigation.
• High competition in both the sports equipment/technology and clean energy sectors from better-capitalized companies with greater resources and longer operating histories.
• Lack of diversification, with reliance on a small number of products (Smart Shin Guard, clean energy) and a limited customer base, making the company vulnerable to adverse market trends.
• Difficulty obtaining approval for in-game use of the Smart Shin Guard from major soccer leagues (e.g., FIFA, UEFA), which could significantly limit its market and usefulness.
• Exposure to liabilities under the Foreign Corrupt Practices Act (FCPA) and risks associated with foreign operations, including trade restrictions, foreign currency fluctuations, and political instability in Italy and Europe.
• Risks related to artificial intelligence, including competitive use by rivals and potential data security breaches affecting valuable intellectual property and confidential information.
• Material weaknesses in internal controls over financial reporting, including lack of segregation of duties and insufficient human resources, which could lead to financial statement errors and regulatory scrutiny.
• Dilution of existing shareholders due to the ongoing reliance on issuing common stock to satisfy debt and fund operations.
• Lack of an active public market for common stock, sporadic trading, and the 'penny stock' designation adversely affecting liquidity and market price.
• Difficulty for investors to sue officers and directors personally in the United States or enforce judgments, as they reside outside the U.S.

Future Outlook

The company expects to generate revenue from the sale of electricity to third parties under separate arrangements and from existing arrangements with Green Capital, contingent on Green Capital raising the necessary capital. Smart Shin Guard development is ongoing, with a goal to begin marketing in 2025, subject to sufficient capital and finalized specifications. The company intends to continue exploring strategic relationships and transactions to expand its clean energy business.

Management Comments

• Management believes that the Company has reached a point where the losses from its existing business are no longer justifiable.
• Mr. 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.
• 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.
• In recent weeks, thanks to the agreement with traders and our internal know-how, we have attracted even greater interest from producers and received multiple offers for which we expect positive feedback.
• Management believes that due to our product's small size and design to be used as a wearable shin guard, which equipment is already used in games, we should be able to obtain such approval [for in-game use].

Industry Context

GHST World Inc. is navigating two distinct, competitive industries. In the clean energy sector, the company is entering a growing market driven by environmental and economic factors, but faces established, better-capitalized competitors, particularly in Italy. Its strategy involves securing surface rights for solar plants and acting as an electricity dealer, aligning with global renewable energy trends. In sports technology, the Smart Shin Guard competes against existing wearable devices from companies like Soccerment, TibTop, and Catapult Sports, as well as broader data tracking systems. The market demands continuous innovation and faces challenges in gaining widespread adoption and regulatory approvals for in-game use. The company's IoTT subsidiary aims to leverage AI in sports data platforms, a market saturated with technology R&D companies. GHST Art operates in the niche art platform market, competing with both specialized platforms and larger social media sites.

Comparison to Industry Standards

• The company generally states that competitors in both clean energy and sports tech are 'better capitalized and have greater resources and longer operating histories' than GHST World Inc., without providing specific comparative metrics or benchmarks.
• In sports technology, competitors mentioned include Soccerment and TibTop (offering wearable shin guards), Catapult Sports (similar wearable devices), and Zebra Technology (motion and data tracking systems in American football).
• In the art market, direct competitors for the artist accelerator and marketing platform business include Looklateral, Koones, Lean Artist, Mecenate.online, Rise Art, and Saatchi Art.

Management Changes

Corporate Governance

Related Party Transactions

• As of October 9, 2025, the company owed related parties a total of $465,764. These loans are unsecured, non-interest bearing, and due on demand.
• Esterino Castellazzi (former President and Chairman) advanced $142,959 in FY 2024 and $36,260 in FY 2023.
• Roberto Castellazzi (current CEO and Chairman) borrowed $147,917 in FY 2025. These loans were used to fund ordinary operating expenses and development activities for Insside's clean energy projects and the Smart Shin Guard program.
• These related party loans may be settled through the issuance of shares in the future, potentially diluting existing shareholders.
• Roberto Castellazzi operates Green Capital SRL, which is owned by a third party but subject to a contractual arrangement affording him rights to obtain a majority equity interest in the future. He will not receive compensation from Green Capital during the preliminary phase but expects approximately $20,000 in the first year and $40,000 in the second year if funding is secured and construction begins.

Stakeholder Impact

• Shareholders face significant dilution risk from potential future equity raises to fund operations and repay related-party debt. There is a high probability of losing their entire investment due to the going concern doubt, unproven business models, and intense competitive challenges. Dividends are not expected in the foreseeable future, and the common stock suffers from volatility and low liquidity due to its penny stock status and sporadic trading.
• Employees (officers and consultants) are primarily part-time, with officers not receiving compensation for certain roles during preliminary phases. The company's reliance on outside consultants and limited personnel creates operational risks if these individuals terminate services or cannot be adequately controlled.
• Prospective customers for the Smart Shin Guard face delays in product availability and uncertainty regarding in-game approval, which could limit the product's usefulness. For the clean energy business, projects are preliminary, so there is no immediate impact on energy consumers.
• Creditors, particularly related parties, bear high risk as their loans are unsecured, non-interest bearing, and due on demand, given the company's precarious financial position.
• Suppliers and partners, such as those for Smart Shin Guard manufacturing and Green Capital SRL for solar plant construction and financing, face execution risks due to the company's limited capital and reliance on external funding for project progression.

Next Steps

• Complete the final development processes for the Smart Shin Guard and its related phone app.
• Begin producing and selling the Smart Shin Guard, with initial marketing targeted for 2025.
• Determine and complete the specifications for the Smart Shin Guard and begin production in collaboration with a vendor.
• Produce initial prototypes and equip a soccer team to serve as a sample for data collection and analysis to refine the Smart Shin Guard.
• Green Capital SRL to locate sources of capital (estimated $7 million to $10 million) to fund the construction of solar plants in Italy.
• Insside to execute definitive agreements for energy sales after the Mosciano power plants connect to the national grid (expected October-November 2025).
• Insside to continue investing in software and resources necessary to develop its energy trading structure.
• Negotiate and enter into additional contracts with other energy producers to purchase electricity and expand this line of business.
• Establish written policies and procedures for internal control over financial reporting.
• Hire additional accounting personnel to remediate internal control weaknesses, contingent on raising sufficient capital.

Key Dates

Recommendation

GHST World Inc. presents an extremely high-risk investment profile. The company is in severe financial distress, evidenced by a substantial accumulated deficit of over $14 million, minimal cash reserves ($2,518), and an explicit 'going concern' doubt from both management and its auditors. Its primary product, the Smart Shin Guard, has been repeatedly delayed and is not yet commercialized. The new strategic pivot to clean energy is highly speculative, preliminary, and entirely dependent on a third party raising significant capital ($7 million to $10 million), with no guarantees of success or material revenue. Furthermore, the company has identified material weaknesses in its internal controls, relies heavily on related-party debt, and its stock suffers from illiquidity and penny stock rules. These factors collectively indicate a high probability of further shareholder dilution and potential loss of capital, making it an unsuitable investment for all but the most speculative investors.

Keywords

GHST World Inc., Clean Energy, Solar Energy, Smart Shin Guard, Sports Technology, SEC Filing, Annual Report, Going Concern, Financial Losses, Capital Raise, Italy, Renewable Energy, Intellectual Property, Corporate Governance, Risk Factors, IoT, Artificial Intelligence, Energy Trading