Annual Report for Fiscal Year Ending June 30, 2026 (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 historically been seeking to exploit a patent and obtain and exploit future patents for the Smart Shin Guard. We also later added to this focus the operations of Insside, which has pursued a clean energy business in Italy. As described in Item 1 - Business, due in large part to our lack of capital resources, to-date we have been unable to fully develop or execute on our legacy business plans, have been unable to generate material revenue on a consistent basis and need substantial additional financing to develop and market our products and services. As a result, we have recently shifted our focus and are presently seeking to pursue a potential business combination or strategic transaction with an operating business that has existing revenue-generating operations, as a means of establishing material operating revenues.. However, these efforts are preliminary in nature, and no assurance can be given that we can raise the necessary capital, identify, negotiate or complete a business combination or other strategic transaction, or otherwise establish and maintain material operations or revenue.

Plan of Operation

The Company has limited operations and lacks material revenue as of the date of this Report. 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 operating business with a view to acquire a revenue-generating business. We have largely suspended our business development operations with respect to our legacy business plans due in large part to our lack of capital resources or access to the necessary capital to fund our ongoing operations, and are currently in the process of developing a business plan, with a current focus on exploring and identifying business opportunities, including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the macroeconomic conditions, geopolitical developments, market volatility and other factors beyond our control. For more information about the risks and uncertainties surrounding our business and business plans, see Item 1A "Risk Factors."

In addition to our search for a business combination, we may seek to raise the necessary capital, and if successful in doing so, will continue our efforts to develop and execute on our legacy business plans including with respect to the Smart Shin Guard and other legacy business activities that we may determine remain viable, as well as the development and offering of other products, services and technology solutions.

Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets, or is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.

As of the date of this Report, our discussions regarding potential business combinations have been preliminary in nature, and we have not entered into any letter of intent, definitive agreement or other binding arrangement with respect to any such transaction. Any target business that is selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future, because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographical region.

We anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated. See Item 1A - Risk Factors.

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 the United States and Europe provides us with access to potential business opportunities, professional relationships and capital markets in both regions, which may support our existing operations and our pursuit of potential business combinations and other strategic opportunities.

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 judgements 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 is followed closely, but contracts are complex and they often require interpretation. The Company did not identify any critical accounting estimates for FY 2026.

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. 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. The Company will follow the revenue recognition policies described above for its 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, 2026 Compared to the Fiscal Year Ended June 30, 2025.

We had $13,852 in revenue in the fiscal year ended June 30, 2026 ("FY 2026") relating to InSSIDe's activities in the field of renewable energy, and revenue of $60,469 in the fiscal year ended June 30, 2025 ("FY 2025") relating to InSSIDe's activities in the field of renewable energy, and we sustained net losses of $85,918 and $182,848, respectively, in those periods. Our expenses consisted primarily of general and administrative expenses and patent development costs in each period. General and administrative expenses decreased to $121,642 in FY 2026 from $230,160 in FY 2025, and we recognized $34,955 of other income in FY 2026 (compared to none in FY 2025). These factors offset the decline in revenue from FY 2025 to FY 2026 and accounted for the reduction in our net loss in FY 2026 as compared to FY 2025.

With respect to InSSIDe's renewable energy activities, because Green Capital was unable to secure the financing necessary to construct the contemplated solar plants, the Company is in the process of terminating the related preliminary surface rights agreements and has suspended its operations with respect thereto. InSSIDe may pursue other opportunities in the clean energy space in the future, subject to accessing the necessary capital; however, any such efforts have only been preliminary in nature, and no assurance can be given that InSSIDe will commence material operations in this field.

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 successfully develop and commercialize viable products or services, complete a business combination or other strategic transaction with an operating business, or otherwise establish revenue-generating operations sufficient to offset our operating and development costs. We will also need to access sufficient capital, form strategic alliances and successfully develop or support the operations of any future business opportunities we may pursue.

Liquidity and Capital Resources

Net Cash used in Operating Activities:

For FY 2026, the Company used net cash of $134,228 in operating activities as compared to $163,701 for FY 2025. In FY 2026, we had a decrease in accounts payable and accrued expenses of $10,804 compared to an increase of $14,990 in FY 2025. Deferred revenue also decreased by $37,506 for FY 2026.

Cash Flows provided by Financing Activities:

Cash flows from financing activities for FY 2026 were $132,571 compared to $147,917 for FY 2025. Cash flows from financing activities arose from advances from related parties in each period.

Cash Flows from Investing Activities:

For FY 2026 and FY 2025, the Company had no cash flows from investing activities.

We have approximately $861 in available cash as of June 30, 2026. 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, 2026, 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 depend upon 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 $200,000 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. This estimate does not include working capital which will be required in the event we are able to identify and complete a business combination or strategic transaction with an operating business, the required capital for which will be dependent on the operations and capital needs of any business or assets resulting therefrom.

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 Item 1A - 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.