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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 March 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 and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post 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 May   , 2023, the issuer had 125,222,070 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 March 31, 2023 (Unaudited) and June 30, 2022 1
  Consolidated Statements of Comprehensive Loss (Unaudited) – For the Three and Nine Months Ended March 31, 2023 and 2022 2
  Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) – For the Three and Nine Months Ended March 31, 2023 and 2022 3
  Consolidated Statements of Cash Flows (Unaudited) – For the Nine Months Ended March 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 9
Item 3 Quantitative and Qualitative Disclosures About Market Risk 11
Item 4 Controls and Procedures 12
     
  Part II - Other Information  
     
Item 1 Legal Proceedings 13
Item 1A Risk Factors 13
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 13
Item 3 Defaults Upon Senior Securities 13
Item 4 Mine Safety Disclosures 13
Item 5 Other Information 13
Item 6 Exhibits 14
     
Signatures 15

 

 

 

 

 

 

 

i 
 

 

PART I: FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

  

GHST World Inc.

Consolidated Balance Sheets

 

         
   March 31, 2023   June 30, 2022 
   (Unaudited)     
Assets
         
Current Assets          
Cash  $539   $206 
Total Current Assets   539    206 
           
           
Other assets         115,000 
Patent costs, net   40,362    39,181 
           
Total Assets  $40,901   $154,387 
           
Liabilities and Stockholders’ Deficit          
           
Current Liabilities          
Accounts payable and accrued expenses  $2,795   $1,685 
Advances from related parties   93,362   $75,446 
Common stock payable   9,559    9,559 
Total Current Liabilities   105,716    86,690 
           
Commitments and Contingencies (Note 8)            
           
Stockholders’ Deficit          
Preferred stock, $0.001 par value; 10,000,000 shares authorized;          
     Series A, 6,000 shares issued and outstanding   6    6 
     Series B, 2,200 shares issued and outstanding   2    2 
Common stock, $0.001 par value, 300,000,000 shares authorized; 125,255,403 and 124,430,534 shares issued at March 31, 2023 and June 30,2022   125,255    124,431 
Additional paid-in-capital   9,436,315    9,362,205 
Accumulated deficit   (9,626,393)   (9,603,736)
Total Stockholders’ Deficit   (64,815)   (117,092)
           
Total Liabilities and Stockholders' Deficit  $40,901   $154,387

 

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 March 31   For the Nine Months Ended March 31 
   2023   2022   2023   2022 
                 
Revenues  $     $     $     $   
                     
Operating expenses:                    
General and administrative expenses   21,058    23,948    89,449    104,196 
Product development costs                     10,569 
Depreciation and Amortization   1,599          2,997       
Total operating expenses   22,657    23,948    92,446    114,765 
                     
Other Income(expense):                    
Interest Expense                  (150)
Loss on change in fair value of debts                  (1,700)
Impairment of long-lived assets               (115,000)      
Total Other Income (expense)               (115,000)   (1,850)
                     
Net loss  $(22,657)  $(23,948)  $(207,446)  $(116,615)
                     
                     
Net loss per common share                    
Basic  $(0.00)  $(0.00)  $(0.00)  $(0.00)
Diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                     
Weighted average number of common shares outstanding                    
Basic   25,239,107    82,423,684    124,967,075    30,717,015 
Diluted   25,239,107    82,423,684    124,967,075    30,717,015 

 

 

 

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

 

 

2 
 

 

GHST World Inc.

Consolidated Statement of Changes in Stockholders' Equity (Deficit)

For the Three and Nine Months Ended March 31, 2023, and 2022

(Unaudited)

  

                                              
   Preferred Stock Series A   Preferred Stock Series B   Common Stock $0.001 Par Value   Additional Paid in   Accumulated   Total Stockholders' 
   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Deficit 
                                     
Balance December 31,2021   6,000   $6    2,200   $2    54,137,647   $54,138   $9,246,631   $(9,359,730)  $(58,953)
Issuance of common stock in exchange for debt   —     $      —            69,863,296    69,863    59,383          129,246 
Issuance of common stock for cash                       38,666    39    5,762          5,801 
Net loss for the three months ended March 31, 2022   —            —            —                  (23,948)   (23,948)
Balance March 31, 2022   6,000   $6    2,200   $2    124,039,609   $124,040   $9,311,776   $(9,383,678)  $52,146 
                                              
Balance June 30, 2021   6,000   $6    2,200   $2    5,239,832   $5,240   $9,174,792   $(9,267,062)  $(87,022)
Issuance of common stock in exchange for debt                       118,663,761    118,664    106,595          225,259 
Issuance of common stock for cash                       136,016    136    30,389          30,525 
Net loss for the nine months ended March 31, 2022                                      (116,615)   (116,615)
Balance March 31, 2022   6,000   $6    2,200   $2    124,039,609   $124,040   $9,311,776   $(9,383,677)  $52,147 
                                              
Balance December 31,2022   6,000   $6    2,200   $2    125,222,070   $125,222   $9,434,348   $(9,603,736)  $(44,158)
Issuance of common stock for cash   —            —            33,333    33    1,967          2,000 
Net loss for the three months ended March 31, 2023   —            —            —                  (22,657)   (22,657)
Balance March 31, 2023   6,000   $6    2,200   $2    125,255,403   $125,255   $9,436,315   $(9,626,393)  $(64,815)
                                              
Balance June 30, 2022   6,000    6    2,200    2    124,430,534    124,431    9,362,205    (9,418,947)   67,697 
Issuance of common stock for cash                      824,869    824    74,110         74,934 
Net loss for the nine months ended March 31, 2023                                      (207,446)   (207,446)
Balance March 31, 2023   6,000   $6    2,200   $2    125,255,403   $125,255   $9,436,315   $(9,626,393)  $(64,815)

 

 

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

  

 

3 
 

 

GHST World Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

         
   For the Nine Months Ended March 31, 
   2023   2022 
         
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss  $(207,446)  $(116,615)
Adjustments to reconcile net loss to net cash used in operating activities:          
Loss on change in fair value of debt        1,700 
Impairment of long-lived assets   115,000       
Amortization   2,997       
Changes in operating assets and liabilities:          
Accounts payable and accrued expenses   1,110    1,214 
Net Cash Used In Operating Activities   (88,339)   (113,701)
           
CASH FLOWS  FROM INVESTING ACTIVITIES          
Patent costs   (4,178)      
Net Cash Used In Investing Activities   (4,178)      
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Advances from related parties   17,916    60,845 
Increase in common stock payable         15,334 
Issuance of common stock for cash   74,934    30,525 
Net Cash Provided By Financing Activities   92,850    106,704 
           
Net increase (decrease) in cash   333    (6,988)
           
Cash - beginning of period   206    7,350 
           
Cash - end of period  $539   $362 
           
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:          
Cash paid during the year/period for:          
Interest  $     $   
Taxes  $     $   
           
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:          
           
Issuance of common stock in exchange for debt  $     $225,259 

 

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

 

 

 

4 
 

 

 

GHST WORLD, INC.

Condensed Notes to Consolidated Financial Statements

March 31, 2023 and June 30, 2022

(Unaudited)

 

NOTE 1- ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

 

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 three and nine months ended March 31, 2023 and 2022, and our financial position as of March 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, 2022.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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 $207,446 and $116,615 for the nine months ended March 31, 2023 and 2022. The Company has an accumulated deficit of $9,626,393 and a stockholders ‘deficit of $64,815 as of March 31, 2023 and used $88,339 and $113,701 in cash flow from operating activities for the nine months ended March 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 twelve 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. 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 inactive wholly owned subsidiaries:

 

·GHST Art World, Inc
·GHST Sport Inc.
·IoTT world Inc.

 

All intercompany balances and transactions have been eliminated in consolidation.

 

5 

GHST WORLD, INC.

Condensed Notes to Consolidated Financial Statements

March 31, 2023 and June 30, 2022

(Unaudited)

 

 

Concentration of Credit Risk

 

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.

 

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: the valuation of other assets and patents, the 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 banks. The Company had no cash equivalents at March 31, 2023 or 2022.

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.

Fair Value

The carrying value of cash, other asset, 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 nine months ended March 31, 2023 and 2022.

 

6 

GHST WORLD, INC.

Condensed Notes to Consolidated Financial Statements

March 31, 2023 and June 30, 2022

(Unaudited)

 

 

 

Intangible Assets

 

The Company capitalizes external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents and patent license rights. The Company expenses costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. Once a patent is granted, the Company will amortize capitalized patent costs for internally generated patents on a straight-line basis over seven years, which represents the estimated useful lives of the patents. Amortization is recorded on a straight-line basis over the seven-year estimated useful life. The seven-year estimated useful life for internally generated patents is based on management’s assessment of such factors as the integrated nature of the portfolios being licensed, the overall makeup of the portfolio over time, and the length of license agreements for such patents. The Company assesses the potential impairment to all capitalized net patent cost when events or changes in circumstances indicate that the carrying amount of its patent portfolio may not be recoverable. 

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. 

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.

 

7 

GHST WORLD, INC.

Condensed Notes to Consolidated Financial Statements

March 31, 2023 and June 30, 2022

(Unaudited)

 

 

 

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. As the Company does not have sufficient, reliable, and readily determinable values relating to its common stock, the Company has used the stock value pursuant to its most recent sale of stock for purposes of valuing stock-based compensation.

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 three and six months ended March 31, 2023 or 2022.

 

Recent Accounting Pronouncements

 

There are no other recent accounting pronouncements that are expected to have a material effect on the Company's financial statements.

 

NOTE 3 – OTHER ASSETS

 

On June 29, 2019, the Company acquired all the stock of GHST Art World, Inc, a Florida corporation, whose primary assets consisted of 119 art paintings and reproductions. The Company issued 43,478,000 shares of common stock and paid $15,000 in cash to effectuate the acquisition. The Company valued the stock at the fair market value of the stock on the date of issuance or approximately $0.0023 per share for a total purchase price of $115,000. The entire purchase price was allocated to the art and no goodwill was recorded.

 

On September 30, 2022, the Company’s management determined that the carrying value of the assets are impaired as there has been no third-party sales of such art work since acquisition and the planned business activity relating to such art work has been delayed. As a result, the Company has recorded an impairment loss of $115,000 for the six months ended March 31, 2023.

 

NOTE 4 – PATENTS

 

The Company obtained a patent dated June 30, 2020, which is a protection device used in sporting activity with the capability to monitor data from the device. The Company has capitalized the patent costs totaling $40,362 and $39,181 as of March 31, 2023, and June 30, 2022. The Company started amortizing the patent during the three months ended December 31, 2022 over the seven-year useful life of the patent. Amortization was $2,998 was recorded for the three months ended March 31, 2023.

 

Schedule of patents        
   March 31, 2023   June 30,
2022
 
Patents  $43,359   $39,181 
Accumulated amortization   2,997     
Patents, net  $40,362   $39,181 

 

 

8 

GHST WORLD, INC.

Condensed Notes to Consolidated Financial Statements

March 31, 2023 and June 30, 2022

(Unaudited)

 

 

 

NOTE 5 – 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 March 31, 2023, and June 30, 2022, the Company has a total of $9,559 that has not been converted to common stock.

 

During the year ended June 30, 2022 certain investors accepted a total of 118,663,761 shares at an average price of approximately $0.0019 in exchange for $225,259 of debt which was classified as common stock payable.

NOTE 6 – RELATED PARTY TRANSACTIONS

 

At March 31, 2023 and June 30, 2022, the Company owed related parties a total of $93,362 and $75,446, respectively. These shareholder loans are unsecured, non-interest bearing and are due on demand.

 

As shown in Note 5, the Company has committed to converting certain debts to equity. Included in the debts is $9,559 as of March 31, 2023, of amounts due to related parties that will be converted as described in Note 5.

 

NOTE 7 – STOCKHOLDERS’ EQUITY

 

On August 7, 2021, the board approved amending its articles of incorporation to reduce the number of authorized shares from 700,000,000 to 310,000,000 of which 300,000,000 are reserved for common stock and 10,000,000 for preferred stock. The amendment was effective on September 9, 2021. Effective on September 30, 2021, the Company effectuated a 100-1 reverse stock split. All share and per share amounts in the accompanying consolidated financial statements and footnotes have been retroactively adjusted to reflect the split.

 

Common Stock Issuances

 

During the nine months ended March 31, 2023, the Company issued 824,869 shares in exchange for $74,934 at an average price of $0.09.

 

NOTE 8. 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 March 31, 2023, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the result of our operations.

 

On February 7, 2023, the Company entered into an agreement with a vendor to develop the technology associated with the Company’s patent for shin guards used in sports. The contract was for $46,000, but management decided to cancel the contract in favor of other potential vendors that the Company is studying closely.

 

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.

 

 

 

*****

 

 

8 
 

 

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

 

 

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

 

 11

 

 

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, 2022 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. 

 

 12

 

 

 

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

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5 - OTHER INFORMATION

 

Not applicable.

 

 13

 

 

 

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    
3.2   Certificate of Amendment to Certificate of Incorporation (Reverse Stock Split)   10-Q   11/15/21   3.2    
3.3   Certificate of Amendment to Certificate of Incorporation (Decrease in Authorized Capital)   10-Q   11/15/2021   3.3    
3.4   Certificate of Designation   10-K   2/18/2010   3.3    
3.5   Amended and Restated Bylaws   10-12G   3/9/2021   3.3    
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.

 

 

 

 

 

14 
 

  

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:  May XX, 2023 By:    /s/ Edoardo Riboli
      Edoardo Riboli,Chief Executive Officer
     

(Principal Executive Officer)

 

  

Dated:  May XX, 2023 By: /s/ Marcello Appella
      Marcello Appella, Chief Financial Officer
     

(Principal Financial Officer)

 

 

Dated:  May XX, 2023 By: /s/ Paolo Sangiovanni
      Paolo Sangiovanni, Chief Financial Officer
     

(Principal Financial Officer)

 

 

 

 

 

 

 

 15