Annual Report for Fiscal Year Ending June 30, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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

Overview

Our principal business focus has been seeking to exploit a patent and obtain and exploit future patents for the Smart Shin Guard. We have also added to this focus the operations of Insside, which is in the early stages of developing a clean energy business with an initial focus on wholesale electricity sales and the development of solar energy infrastructure in Italy, which will be subject to a third party accessing capital. We also have development stage businesses for IoTT, an internet technology business, and GHST Art. We have generated nominal revenue and need substantial additional financing to market our services.

Plan of Operation

Smart Shin Guard

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

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

We are currently seeking to complete the development of our product, which process has been prolonged due to our limited capital and human resources. Additionally, the planned smart phone application and the professional kit version of our product are expected to take a longer time to develop than the consumer kit due to the increased complexity of its functionality. These elements of our business plan to be the focal point of our development efforts as of the date of this Report.

After we have completed product development efforts and assuming successful completion of the same which will depend, among other things, on our ability to raise or otherwise access sufficient capital and the performance of third parties on which we rely or will rely, we intend to then turn our attention towards manufacturing the product and establishing a market for selling our product. Because our product focuses on soccer, or "football," we plan to focus these efforts on countries located in Europe, where the sport is most popular and well-funded, and teams and players may be more likely to subscribe to our offerings. We expect that our ability to have success during this stage will depend on a number of factors which may be beyond our control, including our ability to have patents issued in target jurisdictions, our ability to complete product development and manufacturing efforts on schedule, and our ability to obtain strategic partnerships from professional teams or athletes to assist us in our marketing efforts. See "Risk Factors" in this Report.

Insside

In late 2024 and 2025 the Company entered into certain agreements for a new clean energy business through its subsidiary Insside. These agreements provide for the Company's lease of certain land in Italy for solar energy projects, the construction of solar energy plants by a Green Capital 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. In May and June 2025 we entered into certain preliminary agreements for our purchase and sale of electricity from and to third parties See "Item 1 - Business" and the footnotes accompanying our financial statements contained in this Report for more information.

Other Subsidiaries

Our other subsidiaries remain in the development stage, as we continue to develop business plans for their respective goals.

Headquarters

We are currently headquartered in Palm Beach Gardens, FL where we maintain an executive office for occasional use; however our directors and officers are located in Italy and other European countries. We believe our presence in these locations will be useful in initiating our marketing strategy, in which we plan to focus our efforts on European countries and access the U.S. capital markets to fund our operations.

Need for League Approval

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

Critical Accounting Policies and Estimates

The methods, estimates, and judgments that we use in applying our accounting policies impact the results that we report in our financial statements. Some of our accounting policies may require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Certain estimates involve certain assumptions that if incorrect could create a material adverse impact on GHST's results of operations and financial condition. Our most significant estimates and judgement involve our revenue recognition policy and how it's applied to existing and future contracts. We believe that the following policy from the financial statements are followed closely, but contracts are complex and they often require interpretation. The Company did not identify any critical accounting estimates for FY 2025.

The following is a discussion of critical accounting policies:

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 provisions of ASC Topic 606 require the following steps to determine revenue recognition: (1) Identify the contract(s) with a customer; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to the performance obligations in the contract; and (5) Recognize revenue when (or as) the entity satisfies a performance obligation.

The Company derives most of its revenues to date from consulting services provided to the energy sector for the construction of solar energy plants . These services are contractual and contain identified performance obligations and are historically paid by the customer at the signing of the consulting contract. The Company recognizes revenues only when these identifiable performance obligations are satisfied. Payments that are received from customers in advance of when services are satisfactorily completed are reflected as deferred revenue on the accompanying consolidated balance sheets. Going forward the Company expects to be receiving revenues from longer-term surface rights agreements for energy production as described in Note 1. The Company will follow the revenue recognition policies as described above for the contracts.

Results of Operations

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

Fiscal Year Ended June 30, 2025 Compared to the Fiscal Year Ended June 30, 2024.

We had $60,469 in revenue in the fiscal year ended June 30, 2025 ("FY 2025") relating to InSSIDe's activities in the field of renewable energy, and revenue of $40,916 in the fiscal year ended June 30, 2024 ("FY 2024") relating to InSSIDe's activities in the field of renewable energy, and we sustained net losses of $182,848 and $511,284, respectively, in those periods. Our expenses consisted of general and administrative expenses and patent development in each period, with a decline in general and administrative expenses in FY 2025 accounting for the reduction in net loss compared to FY 2024.

We do not expect to generate material revenue unless and until we can implement our business plan and begin marketing and selling our products and services in sufficient quantities, which has been delayed due to a combination of our limited capital resources and external forces resulting in delays in the development of our business, which has and until completed will continue to adversely affect our marketing capabilities. In addition, our focus on multiple businesses beginning in recent periods may further delay these efforts and our operating results given our limited resources and personnel.

In order to become profitable, we will need to complete the development of a functional product and thereafter establish a sufficient market for our product, including internationally, to offset our development, manufacturing and advertising costs, and our ability to do so will be subject to a number of factors, many of which will be beyond our control. We will also need to access sufficient capital, form strategic alliances and develop an adequate market with respect to any future business opportunities we may pursue.

Liquidity and Capital Resources

Net Cash used in Operating Activities:

For FY 2025, the Company used net cash of $163,701 in operating activities as compared to $164,551 for FY 2024. In FY 2024, we had stock compensation of $324,523 in FY 2024 compared to $0 in FY 2025.

Cash Flows provided by Financing Activities:

Cash flows from financing activities for FY 2025 were $147,917 compared to $143,358 for FY 2024. Cash flows from financing activities arose from advances from related parties in each period.

Cash Flows from Investing Activities:

For FY 2025 and FY 2024, the Company had no cash flows from investing activities.

We have approximately $15,900 in available cash as of October 3, 2025. As reflected in the Financial Statements contained elsewhere in this Report, management has expressed substantial doubt about our ability to continue as a going concern during the fiscal year ended June 30, 2025, unless we can raise the required capital or generate material revenue to fund our operations.

We do not have sufficient capital to support our operations for the next 12 months and will dependent upon on the proceeds from a financing, which may consist of sales of our common stock, the issuance of debt securities and/or issuance of securities convertible into shares of our common stock, any of which could have a dilutive effect on our existing shareholders. We intend to continue to raise capital from existing investors if and to the extent possible. We estimate that we will need to raise at least $250,000 in order to meet our working capital needs for the next 12 months. As described elsewhere in this Report, we plan to phase in our expenses and grow our business as working capital is available.

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

Significant Accounting Policies and Recent Accounting Pronouncements

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