GHST World Pivots to Clean Energy Amid Capital Crunch

TL;DR

**GHST is making a high-risk, high-reward bet on Italian solar, but without capital, it's just hot air; stay away until funding is secured.**

AI Summary

GHST World Inc. (GHST) reported a strategic pivot in late 2024 and early 2025, shifting focus from technologically-enhanced sports equipment to clean energy production and trading through its subsidiary, Insside World, Inc. The company has not generated consistent revenue and requires substantial additional financing to execute its business plans. Key agreements include purchasing surface rights in Morro D'Oro, Italy (62,926 sq meters) and Giulianova, Italy (10,230 sq meters) for solar plant construction, with Green Capital SRL responsible for raising capital and building these plants. GHST, through Insside, will act as the exclusive dealer for electricity produced, aiming to generate revenue from resale. Additionally, Insside entered a preliminary agreement on December 18, 2024, with Ingenera SRL to act as a dealer for two power generation plants in Mosciano, Italy, at a price of $0.14 per kWh, with operations commencing upon grid connection. The company also continues to develop its Smart Shin Guard, having completed Beta testing in July 2024, but faces delays due to limited capital.

Why It Matters

GHST's strategic pivot into clean energy could offer a new growth vector for investors, moving away from its capital-intensive sports tech venture. However, the reliance on Green Capital SRL to raise 'substantial capital' for solar plant construction introduces significant execution risk, directly impacting potential revenue generation for GHST. For employees, this shift could mean new opportunities in the energy sector, but also uncertainty if the capital isn't secured. Customers of the Smart Shin Guard may face further delays in product availability, while the broader energy market could see a new, albeit small, player in the Italian renewable sector, potentially increasing competition for established utilities.

Risk Assessment

Risk Level: high — The company explicitly states it has 'not generated revenue on a consistent basis' and 'need substantial additional financing to continue the development and commercialization of our business plan.' The entire clean energy strategy hinges on Green Capital SRL raising 'substantial capital' for solar plant construction, with no assurance of success. This high dependence on external, unconfirmed financing for both its new and existing business lines presents a critical risk.

Analyst Insight

Investors should avoid GHST stock until concrete evidence of substantial capital raises for the clean energy projects and consistent revenue generation is demonstrated. The current business model is highly speculative and dependent on future financing, making it unsuitable for risk-averse portfolios.

Key Numbers

• $6,696,894 — Aggregate market value of non-affiliate common equity (as of December 29, 2024, indicating a small market capitalization)
• 130,201,179 — Shares of common stock outstanding (as of October 3, 2025)
• 62,926 — Square meters of land (surface rights purchased in Morro D'Oro, Italy for solar plant)
• 10,230 — Square meters of land (surface rights purchased in Giulianova, Italy for solar plant)
• $0.14 — Price per kWh (reserved for electricity purchase from Ingenera SRL)
• $30,000 — Payment at preliminary contract stipulation (for Ingenera SRL dealer agreement, recoverable in first 8 months)
• $44,068 — Swiss Francs equivalent (payment per milestone to Cross-ING for Smart Shin Guard development)
• 4,476,176 — Shares of common stock (issued to Cross-ING for Smart Shin Guard development)
• $1.10 — Swiss Franc equivalent (royalty payment per Smart Shin Guard unit sold to Cross-ING)
• 150,000 — Units (maximum royalty-bearing Smart Shin Guard units for Cross-ING)

Key Players & Entities

• GHST World Inc. (company) — registrant
• Insside World, Inc. (company) — wholly-owned subsidiary leading clean energy pivot
• Green Capital SRL (company) — Italian company responsible for raising capital and building solar plants
• Roberto Castellazzi (person) — Chief Executive Officer of GHST World Inc. and operator of Green Capital SRL
• Cross-ING (company) — AI development company partnering on Smart Shin Guard
• Ingenera SRL (company) — owner of power generation plants in Mosciano, Italy
• Fruci & Associates II, PLLC (company) — auditor
• Securities and Exchange Commission (regulator) — filing oversight
• Delaware (regulator) — state of incorporation
• United Kingdom (regulator) — European patent coverage

FAQ

Risk Factors

• Substantial Additional Financing Required [high — financial]: GHST World Inc. requires substantial additional financing to execute its business plans, particularly for the construction of solar plants and the development of its Smart Shin Guard. The company has not generated consistent revenue, increasing reliance on external capital to fund operations and growth initiatives.
• Dependence on Third-Party Capital Raising and Construction [high — operational]: The company's solar plant strategy is heavily reliant on Green Capital SRL for raising capital and building the plants in Italy. GHST's ability to generate revenue from these ventures is contingent on Green Capital SRL's success in these critical functions.
• Delays in Smart Shin Guard Commercialization [medium — operational]: Development of the Smart Shin Guard has faced delays due to limited capital. While Beta testing was completed in July 2024, the company's ability to bring this product to market and generate revenue is hampered by ongoing financial constraints.
• Electricity Trading Price Uncertainty [medium — market]: GHST, through Insside World, Inc., will act as an exclusive dealer for electricity produced by solar plants. The preliminary agreement with Ingenera SRL sets a price of $0.14 per kWh, but future pricing and market demand for electricity trading are subject to market fluctuations and regulatory changes.
• Limited Market Capitalization and Liquidity [medium — financial]: As of December 29, 2024, the aggregate market value of non-affiliate common equity was $6,696,894, indicating a small market capitalization. This may impact the company's ability to raise further equity financing and could lead to liquidity issues for shareholders.

Industry Context

GHST is entering the clean energy sector, focusing on solar power generation and electricity trading. This industry is characterized by significant growth potential driven by global decarbonization efforts and government incentives. However, it is also highly competitive, with established players and evolving technologies, and is subject to complex regulatory frameworks and fluctuating energy prices.

Regulatory Implications

The company's pivot to clean energy production and trading subjects it to energy market regulations, environmental compliance, and potentially new licensing requirements. Changes in government policies, subsidies, or carbon pricing mechanisms could significantly impact the profitability and viability of its solar plant ventures.

What Investors Should Do

1. Monitor Capital Raising Efforts
2. Evaluate Progress on Solar Plant Development
3. Assess Smart Shin Guard Commercialization Status
4. Analyze Electricity Trading Agreements and Market Conditions

Key Dates

• 2024-07-01: Smart Shin Guard Beta Testing Completed — Indicates progress in product development, but highlights ongoing capital constraints affecting commercialization.
• 2024-12-18: Preliminary Agreement with Ingenera SRL — Establishes a framework for electricity trading at $0.14 per kWh, a key revenue-generating activity for the clean energy pivot.
• 2024-12-29: Aggregate Market Value of Non-Affiliate Common Equity — Reported at $6,696,894, signaling a small market capitalization and potential challenges in raising capital.
• 2025-10-03: Shares of Common Stock Outstanding — Totaled 130,201,179 shares, providing context for per-share calculations and ownership structure.

Glossary

Strategic Pivot

A significant change in a company's business strategy, often involving a shift in focus to new markets or products. (GHST has undergone a strategic pivot from sports equipment to clean energy production and trading.)

Subsidiary

A company controlled by a holding company (parent company). (Insside World, Inc. is a subsidiary through which GHST operates its clean energy business.)

Surface Rights

The legal right to use the surface of a piece of land, often for specific purposes like construction. (GHST has purchased surface rights in Italy for the construction of solar plants.)

kWh

Kilowatt-hour, a unit of energy representing the amount of energy consumed by a 1,000-watt appliance operating for one hour. (The price for electricity trading is set at $0.14 per kWh.)

Preliminary Agreement

An initial, non-binding or conditionally binding agreement outlining the basic terms of a future contract. (GHST has a preliminary agreement to act as a dealer for electricity from Ingenera SRL's plants.)

Market Capitalization

The total market value of a company's outstanding shares of stock. (GHST's market capitalization is reported as $6,696,894 as of December 29, 2024, indicating its size.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year is not available in the provided text. The filing focuses on the company's current strategic pivot and operational status, with limited historical financial performance data presented for comparison.

Key Financial Figures

• $0.001 — (g) of the Act: Common stock, par value $0.001 per share Indicate by check mark if th
• $20,000 — llazzi expects to receive approximately $20,000 for his services in the first year and
• $40,000 — ces in the first year and approximately $40,000 in the second year assuming current exc
• $44,068 — (i) 40,000 Swiss Francs (approximately $44,068 U.S. Dollars) per milestone achieved un
• $1.10 — ayments of 1 Swiss Franc (approximately $1.10 U.S. Dollars) per unit sold, for up to

Filing Documents

• ghst_10k-063025.htm (10-K) — 575KB
• ghst_ex31x1.htm (EX-31.1) — 8KB
• ghst_ex31x2.htm (EX-31.2) — 8KB
• ghst_ex32x1.htm (EX-32.1) — 7KB
• image_001.jpg (GRAPHIC) — 3KB
• image_006.jpg (GRAPHIC) — 5KB
• 0001079973-25-001605.txt ( ) — 2676KB
• ghst-20250630.xsd (EX-101.SCH) — 18KB
• ghst-20250630_cal.xml (EX-101.CAL) — 25KB
• ghst-20250630_def.xml (EX-101.DEF) — 59KB
• ghst-20250630_lab.xml (EX-101.LAB) — 213KB
• ghst-20250630_pre.xml (EX-101.PRE) — 167KB
• ghst_10k-063025_htm.xml (XML) — 185KB

Business

Business 1 Item 1A

Risk Factors

Risk Factors 8 Item 1B Unresolved Staff Comments 22 Item 1C Cybersecurity 22 Item 2

Properties

Properties 22 Item 3

Legal Proceedings

Legal Proceedings 22 Item 4 Mine Safety Disclosures 22 PART II Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 23 Item 6 [Reserved] 24 Item 7

Management's Discussion and Analysis of Financial Condition

Management's Discussion and Analysis of Financial Condition and Results of Operations 24 Item 7A

Quantitative and Qualitative Disclosures About Market

Quantitative and Qualitative Disclosures About Market Risk 27 Item 8

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data F-1 Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 28 Item 9A

Controls and Procedures

Controls and Procedures 28 Item 9B Other Information 28 Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 28 PART III Item 10 Directors, Executive Officers and Corporate Governance 29 Item 11

Executive Compensation

Executive Compensation 30 Item 12

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 31 Item 13 Certain Relationships and Related Transactions, and Director Independence 32 Item 14 Principal Accounting Fees and Services 32 PART IV Item 15 Exhibits, Financial Statement Schedules 33 Item 16 Form 10-K Summary 33 i PART I

BUSINESS

ITEM 1. BUSINESS. Cautionary Note Regarding Forward Looking Statements This Annual Report on Form 10-K (this "Report") contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our new business plan and prospective operations and arrangements involving the construction of solar plants and the sale of electricity and potential transactions and potential future revenue and other benefits of such plan and operations, the development of the Smart Shin Guard and plans to further develop and pursue a market for and begin commercializing the product, future sources of revenue and anticipated timing and efforts relating to revenue-generating activities, our exploration of potential new business opportunities, the implementation of our business plan and expected timelines for meeting objectives, strategic alliances, our capital raising efforts and our liquidity.

Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks,"

Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods.

Forward-looking statements are based on our current

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include the risks arising from our need for capital any inability to raise sufficient capital by us or our related party partner or otherwise proceed with our business plans, the potential adverse effects of United States tariffs and any retaliatory actions, interest rates, geopolitical conflicts such as those occurring in Israel and Ukraine and negative operational impacts or an economic downturn or recession which may result, which may result in delays or obstacles in or prevent us from raising capital as and when needed or at all, supply chain disruptions, shortages and delays and other potential unforeseen events which may adversely affect our ability to develop, manufacture and sell our products and/or offer any services within the intended timeframes or at all, declines in consumer and business spending, risks and uncertainties surrounding the new business opportunities we seek to pursue in the clean energy sector, and the risks disclosed in our prior filings with the SEC including those described in this Report under "Item 1A - Risk Factors." We undertake no obligation to publicly update or revise any forward-looking

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