OTC: GHST

Overview

GHST World Inc. (“GHST” or the “Company”)
was organized on November 12, 1999, as a Delaware corporation.

On September 21, 2017 we changed our name to “GHST
World, Inc.” On March 9, 2021 we filed a registration statement on Form 10 (File No. 000-31705) (the “Form 10”) to register
our common stock pursuant to Section 12(g) of the Exchange Act. The Form 10 as amended became effective on May 8, 2021.

On April 3, 2019, we formed GHST Sport Inc. (“GHST
Sport”) as a wholly-owned subsidiary of the Company and shifted our business focus to the marketing and sale of technologically-enhanced
sports equipment and the acquisition and development of related intellectual property. To that end, on June 30, 2020 we obtained a U.S.
patent for our Smart Shin Guard, and in October 2022 we obtained a European patent in Europe which covers five countries (Italy, France,
Spain, Germany and the United Kingdom).

On June 29, 2019, the Company acquired all of
the capital stock of GHST Art World Inc., a Florida corporation (“GHST Art”), whose principal assets consisted of 119 art
paintings and reproductions. GHST Art has not sold any of these items or generated any revenue.

In April 2019, we formed IoTT World Inc. (“IoTT”),
which is an acronym for “Internet of Things Tech,” as our wholly-owned subsidiary which focuses on the research and development
of technology and products designed to connect common household and other electronic devices using the Internet.

In April 2023, the Company formed InSSIDe World,
Inc. (“Insside”), a Florida corporation, as its wholly-owned subsidiary, as a development stage business which is which is
in the early stages of exploring potential business opportunities.

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With regard to our previous business plans and
ventures, due to a lack of necessary capital and delays which have occurred in our research and development efforts, to-date we have been
unable to generate material revenue on a consistent basis or otherwise further the development of our planned businesses, including with
respect to the patents we acquired for the Smart Shin Guard and our other business ventures. Any further development or operations with
respect to our legacy business plans will depend on our ability to obtain the necessary capital and personnel, including employees and
third party consultants, to further such efforts.

We have not generated revenue on a consistent
basis or in amounts which are necessary to offset operating losses, and need substantial additional financing to continue the development
and pursuit of our business plan and related products and services. 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 operation business with a view to acquire
a revenue-generating business. If we are able to do so, such a transaction could allow the Company to combine with an operating business
that already generates meaningful revenues. Our only discussions in connection with such a transaction have been preliminary in nature,
and we have not entered into any letter of intent or other agreement or understanding with respect to any such transaction. No assurance
can be given that we will be able to identify an acquisition target or otherwise complete such a transaction. See Item 1A. – Risk
Factors. While we are not limiting our search to any single industry or sector, management is currently focusing its search on entities
which operate in the technology, artificial intelligence, software and digital services sectors, as well as potentially with certain innovative
businesses in the industrial and life sciences sectors. However, our search is not formally limited to any specific industry, and we intend
to continue evaluating opportunities that we believe may be strategically and financially attractive to the Company.

Subsidiaries

The following is an overview of our subsidiaries
and legacy business plans and activities. These subsidiaries and their respective plans and operations are still in the preliminary or
developmental stages and do not currently generate material revenue, including due to our lack of capital to fund their ongoing capital
requirements. However, some or all of these subsidiaries may have a more central role in our business in the future, provided we can access
the necessary capital, form strategic relationships and otherwise develop and execute a business plan for such subsidiaries. Below is
a brief description of each subsidiary.

Insside World

Beginning
in later calendar year 2024, the Company began adding to its core focus by undertaking to enter the clean energy production and trading
sector. As previously disclosed, Insside also entered into a series of agreements to acquire surface rights, which are similar to land
leases, and engaged a special purpose entity, Green Capital SRL (“Green Capital”), an Italian company in Bergamo, which
was charged with raising the substantial capital required to build the solar
plants. Green Capital is operated by our Chief Executive Officer, Roberto Castellazzi. Subsequently, in light of the difficulties faced
in Green Capital’s efforts to secure the necessary financing for this enterprise, the Company is currently in the process of terminating
the preliminary surface rights agreements and has suspended its operations with respect thereto.

Specifically, Green Capital was unable to
secure the financing necessary to construct the solar plants contemplated by the agreements, and, because the continuation of the preliminary
surface rights agreements was contingent upon obtaining such financing, the Company intends to terminate those agreements.

The Company may in the future pursue opportunities
in an effort to realize value from the design work and feasibility studies already completed for the relevant sites under the agreements
referred to above, including through their potential transfer to third parties that may be interested in financing and developing the
projects, although no assurance can be given that the Company will realize any such value. In addition. Insside may pursue other opportunities
in the clean energy space as management may determine and subject to accessing the necessary capital. Insside’s consulting activities
were substantially reduced following the Company’s decision to terminate its relationship with its former Chief Executive Officer,
who had been primarily responsible for managing those activities.

GHST Sport

In 2018, the Company acquired the rights to the
2015 Italian patent and underlying concept for the Smart Shin Guard in exchange for 2,000,000 shares of common stock which were issued
in December 2021. The Company has since been issued a U.S. patent (Patent No. US 10,695,651 B2; “Protection Device for Carrying
Out Sports Activities Usable in Data Analysis and Monitoring System, and Relative System and Method for Processing and Calculating the
Sent Data”) for the Smart Shin Guard. In October 2022 we received confirmation of the assignment of the European patent for the
Smart Shin Guard. In March 2023 we were granted a patent for the Smart Shin Guard in Hong Kong, however we subsequently determined to
abandon that patent.

2

The patents contemplate potential application
of the invention within other forms of athletic equipment outside of shin guards used in soccer or similar sports. We may consider expanding
our technology to other applications of the invention in the sporting world depending on the results our efforts to market and sell the
Smart Shin Guard.

The Smart Shin Guard is designed as a shin guard,
which is a form of protective equipment placed on the front portion of the lower leg while playing soccer and similar sports, that combines
with data collection and analysis technology that monitors players’ individual and collective physical and performance-based metrics
and transmits this information to a separate module in real-time. Examples of the information the Smart Shin Guard can collect and analyze
for users is covered distance, acceleration, kicking force, collision impact, positioning, directional movement, and performance alerts.

In connection with our development efforts for
the Smart Shin Guard, on September 23, 2023, we entered into a joint venture agreement with Cross-Ing, an electronics and AI development
company, which contemplates further development of the Smart Shin Guard for soccer and for other sports, with a particular view to developing
software for the smart phone application and expanding the products’ use to other sports in addition to soccer. In exchange for
these services, we have agreed to pay the service provider the following (i) 40,000 Swiss Francs (approximately $44,068 U.S. Dollars)
per milestone achieved under the agreement as determined by a “steering group” comprised of senior representatives from each
party, (ii) 4,476,176 shares of the Company’s common stock, and (iii) royalty payments of 1 Swiss Franc (approximately $1.10 U.S.
Dollars) per unit sold, for up to 150,000 units. The Company completed the Beta testing of the functionality of the Smart Shin Guard in
July 2024. However, following Beta testing, the development of the Smart Shin Guard prototype was delayed and remains suspended as of
the date of this Report due to disagreements with our third party developer regarding the product’s development process and timeline.
Specifically, development activities under this agreement are effectively suspended pending resolution of the parties’ disagreements
regarding the functionality and level of completion of the prototype and Cross-Ing’s request for additional cash payments. The Company
will need to seek to continue or locate a new third party collaborator relationship in order to re-commence and further any development
activities for the product. GHST believes that the development work completed by Cross-Ing to date has not resulted in a prototype that
is sufficiently functional to allow the Company to proceed to the next stage of development. Cross-Ing has requested additional cash payments
to continue the development work, while the Company does not currently believe it is appropriate to make such additional payments under
the existing circumstances, also taking into account the equity consideration already issued pursuant to the agreement. The parties are
engaged in ongoing discussions regarding a potential resolution.

GHST Art World Inc.

GHST Art is our wholly-owned subsidiary which
we acquired on June 29, 2019, together with its portfolio of 119 art paintings and reproductions as its principal assets. In addition,
GHST Art is currently exploring potential opportunities involving the redevelopment and conversion of properties considered to have artistic
and cultural significance into luxury wellness facilities. The Company has identified several properties that it believes could potentially
be suitable for such projects. These activities remain at a preliminary and exploratory stage as of the date of this Report. We do not
expect to bring them to market or generate revenue therefrom in the short term.

IoTT World, Inc.

IoTT, which is an acronym for “Internet
of Things Tech,” is our wholly-owned subsidiary focused on identifying and developing internet-based technologies. IoTT’s
recent efforts have been focused on the identification and development of artificial intelligence applied to sports through the creation
of the “Neuralship” brand. These efforts and business plan envision working with a team of external engineers and professionals
specializing in artificial intelligence, digital twin technologies, data analytics and technology infrastructure, IoTT has begun operating
in this area and has commenced commercially offering related services through its “iottworld.com” website. These services
will focus on the development and delivery of artificial intelligence and digital twin solutions applied to sports performance, including
virtual modeling of athlete and team performance, biomechanical simulations, image and movement analysis using computer vision, predictive
performance analytics, workload and fatigue monitoring, and artificial intelligence infrastructure for real-time data processing. These
technologies are designed, among other things, to collect and analyze information regarding athletes’ performance through images
and video, and to reconstruct and simulate movements and athletic actions using digital twin technologies, without necessarily depending
on the use of a physical device such as the Smart Shin Guard. This activity represents an expansion of IoTT’s business model and
does not reflect a discontinuation of the Company’s Smart Shin Guard project. IoTT has only recently commenced developing these
solutions and has not generated material revenue from them to date.

3

Competition and Market Conditions

Market for Business Combinations and Strategic
Transactions

We will face substantial competition in our efforts
to identify and pursue any new business venture. The primary source of competition is expected to be from other companies organized and
funded for similar purposes, including small venture capital firms, blank check companies, and wealthy investors, many of which may have
substantially greater financial and other resources than we do. In light of our limited financial and human resources, we anticipate being
at a competitive disadvantage compared to many of our competitors in our efforts to obtain an operating business or assets necessary to
commence our operations in a new field. Additionally, any economic downturn caused by increased interest rates, geopolitical turmoil or
other events or trends in the U.S. or global economies, many venture capital firms and similar firms and individuals may seek to acquire
businesses at discounted rates, and we may therefore face additional competition and resultant difficulty obtaining a business on favorable
terms or at all, at least until such time as the economy recovers. This disadvantage may also be heightened by the fact that we will likely
need to offer capital stock only rather than cash for any transaction we identify, and many of our competitors have cash on hand for the
purpose of making offers to purchase operating businesses. Further, even if we are successful in obtaining a business or assets for new
operations, we expect there to be enhanced barriers to entry in the industries in which we seek to operate due to our small size and lack
of resources.

GHST Sport

With respect to GHST Sport, we will compete directly
with sports equipment and apparel developers, wholesalers and retailers, as well as other businesses offering player and team tracking
technology, some of which sell similar products to ours, and many of which have significantly greater capital and human resources than
we do. For example, we face competition from other businesses which provide smart data tracking and collection technology in the form
of wearable sporting equipment, including Soccerment and TibTop, each of which offers wearable shin guards, and Catapult Sports, which
offers similar wearable devices, with some level of data collection, analysis and transmission functionalities. Additionally, other sports
already deploy similar technology in their gameplay, which have the ability or potential to be expanded to other uses, including soccer.
For example, in American football Zebra Technology provides equipment with motion and data tracking systems similar to the functions our
product is designed to offer at the professional level, and Zebra and other companies provide similar technology at the collegiate and
lower levels. These competitors could enter our target markets and/or seek to prevent us from entering those markets using our technology.

There can be no guarantee that our
competitors have not or will not develop and sell technology that is similar or superior to ours and/or that will hinder or limit
our ability to access the markets we plan to target. Although development of the Smart Shin Guard remains suspended, if the Company
is able to successfully complete development and bring the product to market, we believe that the breadth and depth of the data the
Smart Shin Guard is designed to collect, analyze and transmit could provide a competitive advantage over certain existing and
prospective competing products. Further, with respect to the phone app for the Smart Shin Guard, there is at least one other similar
application called Goalon which allows users to track certain performance metrics directly on their cellular device, and there may
be others currently in the market or that are being or may be developed that we will compete with. Additionally, some sporting
equipment companies and service providers offer technology or services using different means, such as cameras that collect and
transmit team and player data in a manner similar to ours, could be seen as competitors. Offerings of similar equipment and
technology to the Smart Shin Guard by any of these competitors will likely create a barrier to market entry for our product and/or
render it difficult to develop or grow a customer base, particularly to the extent our potential customers and users have already
integrated competitor products and services. Further, while we are not aware of similar wearable devices that are approved by soccer
leagues for in-play usage, we have also not obtained such approval for the Smart Shin Guard ourselves, and there can be no assurance
that such approval will be obtained.

Insside World

There are a growing number of participants in
the clean energy industry as economic, social and environmental factors have enhanced public interest in the production of power through
means that reduce the impact on the environment and carbon footprints. Further, many of our competitors will be better capitalized and
have greater resources and longer operating histories than us, and our competition will vary by the markets we seek to serve in the future.

GHST Art

With respect to GHST Art, if we pursue opportunities
involving the redevelopment and conversion of properties considered to have artistic and cultural significance into luxury wellness facilities,
we expect to face competition from real estate developers, hospitality operators, wellness and luxury resort groups, private investors
and other parties seeking to acquire or develop similar properties. Many of these competitors may have significantly greater financial
resources, operating experience, access to financing, industry relationships and development capabilities than we do. Competition may
also arise in connection with the identification and acquisition of suitable properties, access to capital, obtaining required permits
and approvals, and the ability to successfully execute any redevelopment project. Because these activities remain preliminary and exploratory,
no assurance can be given that we will identify or acquire any suitable property, complete any redevelopment project, or generate revenue
from these activities.

4

IoTT

With respect to IoTT, a variety of technology
research and development companies have already made headway on connecting various devices and otherwise making life easier for consumers
using the internet and artificial intelligence. In recent years, the development of artificial intelligence technologies and related business
enterprises has accelerated at a rapid rate with a high volume of new market entrants in addition to a large number of large, well-funded
businesses, thereby substantially increasing the competition of related solutions such as those we may seek to develop and offer. As a
result the market is currently saturated with such products, and with companies seeking to develop and evolve such products and underlying
concepts as to enhance their functionality. In light of these market conditions and the intense competitive environment in this area,
competition will be intense, as will risks inherent therewith including the reality that many competitors have more capital, experience
and progress with respect to their offerings than we do and that we may face difficulty in obtaining or protecting intellectual property
rights or avoiding the infringement of others in our operations of IoTT.

Employees

We currently have no full-time employees. Our
officers provide services on a part-time basis.

Status as an Emerging Growth Company

Because we have nominal revenues and have never
had a registration statement under the Securities Act of 1933 become effective, we are an emerging growth company. An emerging growth
company is defined as a company which had annual gross revenues were less than $1.235 billion during its most recently completed fiscal
year and have never sold common equity securities under a registration statement. We will continue to be an emerging growth company until
the earlier of: (i) the last day of the fiscal year of the Company during which we had total annual gross revenues of $1.235 billion or
more; (ii) the last day of the fiscal year of the Company following the fifth anniversary of the date of the Company’s first sale
of common equity securities of pursuant to an effective registration statement under the Securities Act; (iii) the date on which the Company
has, during the previous three-year period, issued more than $1 billion in non-convertible debt; or (iv) the date on which the Company
is deemed to be a “large accelerated filer” as that term is defined in Rule 12b-2 promulgated under the Exchange Act.

The federal securities laws and regulations provide
certain exemptions for emerging growth companies with respect to financial information and disclosure requirements in registration statements
and periodic reports and certain activities in connection with initial public offerings. The exemptions available to us as a result of
our status as an emerging growth company are summarized as follows:

·
Unlike other reporting companies, we are not required to hold periodic shareholder voting on executive compensation, the frequency of shareholder voting of executive compensation, and golden parachute compensation.

·
We are permitted to include less extensive narrative disclosure in our reports filed with the SEC than is required of other reporting companies, particularly in the description of executive compensation.

·
We are not required to include a report of our independent registered public accounting firm on the Company’s internal control over financial reporting in our SEC filings.

·
We would not be required to comply with new or revised financial accounting standards until private companies (e.g., those that have not had a Securities Act registration statement declared effective and do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

·
We would be exempt from any requirement adopted by the Public Company Accounting Oversight Board in the future providing for a mandatory rotation of companies’ accounting firms.

·
We are permitted to submit a registration statement under the Securities Act to the SEC on a confidential basis if the registration statement and all amendments are publicly filed at least 21 days before we were to conduct any road show with respect to such offering.

·
We may communicate with prospective investors that are qualified institutional buyers or institutions that are accredited investors to determine interest in a contemplated offering either prior to or after filing a registration statement under the Securities Act.

Some of the above-described exemptions are also
available to smaller reporting companies, and therefore a termination of our status as an emerging growth company would not necessarily
result in a requirement that we comply with the default disclosure requirements applicable to reporting companies generally.

We have elected not to use the extended transition
period for complying with any new or revised accounting standards under Section 102(b)(1) of the Exchange Act.

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