UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,

Washington, D.C. 20549


FORM 10-Q


þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2010 
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _____

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

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


Ghost Technology, Inc.
(Exact name of registrant as specified in its charter)

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
incorporation or organization)
Identification No.)
   
20801 Biscayne Blvd., Suite 403, Aventura, FL

667 Madison Avenue 5th Floor

New York, NY

 3318010065
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:  (786) 923-5954

+1 (212) 634-6860
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check markcheckmark whether the registrant has (1) has 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 o No þ


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,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 o No o

Indicate by check markcheckmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated fileroAccelerated filero
Non-accelerated filerSmaller reporting company
   
Non-accelerated filer 
(Do not check if a smaller reporting company)
Emerging growth company
o   Smaller reporting company  þ

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 Exchange Act). Yes oNo þ


ClassOutstanding at February 8, 2011
Common Stock, $0.001 par value per share179,364,691 shares


As of June 11, 2021, the issuer had 523,908,071 shares of its common stock, $0.001 par value per share, outstanding.

 
 


Explanatory Note

The GHST World Inc. (the “Registrant”) is timely filing this quarterly report on Form 10-Q which is due June 22, 2021, following the May 8, 2021 effective date of its registration statement on Form 10.

TABLE OF CONTENTS

  Page
 PAGEPART I - Financial Information 
   
Item 1Financial Statements1
 Consolidated Balance Sheets - As of March 31, 2021 and June 30, 20201
PART IConsolidated Statements of OperationsFINANCIAL INFORMATIONFor the Three and Nine Months Ended March 31, 2021 and 20202
Consolidated Statements of Stockholders’ Equity (Deficit) – For the Nine Months Ended March 31, 2021 and 20203
Consolidated Statements of Cash Flows – For the Nine Months Ended March 31, 2021 and 20204
Notes to Consolidated Financial Statements5
   
Item 1.    Financial Statements3
Balance Sheets – As of December 31, 2010 (Unaudited) and June 30, 20103
Statements of Operations – For the Three and Six Months Ended December 31, 2010 and 2009 and from November 12, 1999 (Inception) to December 31, 2010 (Unaudited)4
Statements of Cash Flows – For the Six Months Ended December 31, 2010 and 2009 and from November 12, 1999 (Inception) to December 31, 2010 (Unaudited)5
Notes to Financial Statements (Unaudited)6
Item 2.    2Management’s Discussion and Analysis of Financial Condition and Results of Operations11
Item 3Quantitative and Qualitative Disclosures About Market Risk12
Item 4Controls and Procedures13
  11
Part II - Other Information 
   
Item 3.Quantitative and Qualitative Disclosures about Market Risk13
Item 4.     Controls and Procedures13
PART II – OTHER INFORMATION
Item 1.1Legal Proceedings14
Item 1A.   1ARisk Factors14
Item 2.    2Unregistered Sales of Equity Securities and Use of Proceeds14
Item 3.3Defaults Upon Senior Securities14
Item 4Mine Safety Disclosures14
Item 5Other Information14
Item 6Exhibits14
  14
Item 4.  (Removed and Reserved)14
Item 5.  Other Information14
Item 6.Exhibits15
Signatures16

 
2

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GHST World Inc.

Consolidated Balance Sheets

Unaudited

  March 31,
2021
  June 30,
2020
 
       
Assets        
         
Current Assets        
Cash $55,576  $292 
Total Current Assets  55,576   292 
         
Other Asset        
Other assets  115,000   115,000 
Patent costs  41,811   33,786 
Total Assets $212,387  $149,078 
         
Liabilities and Stockholders’ Deficit        
         
Current Liabilities        
Accounts payable and accrued expenses $9,986  $7,092 
Advances from related parties  13,687   8,336 
Common stock payable  123,232   148,163 
Common stock payable - related parties  94,552   94,552 
Total Current Liabilities  241,457   258,143 
         
Stockholders’ Deficit        
Preferred stock, Series A, $0.001 par value; 5,000,000 shares authorized;        
6,000 shares issued and outstanding at June 30, 2020 and 2019  6   6 
Preferred stock, Series B, $0.001 par value; 5,000,000 shares authorized;        
2,200 shares issued and outstanding at June 30, 2020 and 2019  2   2 
Common stock, $0.001 par value, 700,000,000 shares authorized;        
523,908,071 and 397,942,449 shares issued at March 31, 2021  and June 30, 2020  523,909   397,943 
Additional paid-in-capital  8,656,124   8,608,680 
Accumulated deficit  (9,209,111)  (9,115,696)
Total Stockholders’ Deficit  (29,070)  (109,065)
         
Total Liabilities and Stockholders' Deficit $212,387  $149,078 

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

ITEM 1.    FINANCIAL STATEMENTS
Ghost Technology, Inc. 
(A Development Stage Company) 
Balance Sheets 
       
       
  
December 31,
2010
  
June 30,
2010
 
  (Unaudited)    
Assets
 
       
Current Assets      
Cash $3,419  $87,866 
Prepaid expenses  1,750  $- 
Loan receivable - related party  -   130,000 
Other  -   1,077 
Total Current Assets  5,169   218,943 
         
Prepaid technical services costs, net  591,667   - 
         
Total Assets $596,836  $218,943 
         
Liabilities and Stockholders’ Equity (Deficit)
 
         
Current Liabilities        
Accounts payable and accrued expenses $153,840  $44,383 
Due to related parties  43,500   43,500 
Due to former related parties  28,000   28,000 
Total Current Liabilities  225,340   115,883 
         
Stockholders’ Equity (Deficit)        
Preferred stock, Series A, $0.001 par value; 5,000,000 shares authorized;        
  2,000 shares issued and outstanding  2   2 
Common stock, $0.001 par value, 300,000,000 shares authorized;        
  179,014,691 and 175,996,122 shares issued at December 31, 2010 and June 30, 2010, respectively        
  178,884,691 and 175,996,122 outstanding at December 31, 2010 and June 30, 2010, respectively
  179,015   175,996 
Common stock to be issued ( 350,000 common shares at par)  350     
Additional paid-in capital  6,831,695   6,155,064 
Deficit accumulated during the development stage  (6,509,566)  (6,228,002)
Treasury stock, at cost (130,000 common shares)  (130,000)  - 
Total Stockholders’ Equity (Deficit)  371,496   103,060 
         
Total Liabilities and Stockholders' Equity (Deficit) $596,836  $218,943 
See

GHST World Inc.

Consolidated Statements of Operations

Unaudited

  For the Three Months ended
March 31,
  For the Nine Months ended
March 31,
 
  2021  2020  2021  2020 
             
Revenues $  $  $  $131 
                 
Operating expenses:                
General and administrative expenses  46,777   6,806   93,415   26,928 
Stock based compensation            
Total operating expenses  46,777   6,806   93,415   26,928 
                 
Net loss $(46,777) $(6,806) $(93,415) $(26,797)
                 
Net loss per common share - basic and diluted $(0.00) $(0.00) $(0.00) $(0.00)
                 
Weighted average number of common shares outstanding - basic and diluted  514,601,805   397,942,449   444,955,690   397,942,449 

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

3

Ghost Technology, Inc. 
(A Development Stage Company) 
Statements of Operations 
(Unaudited) 
                
  For the Three Months Ended December 31  For the Six Months Ended December 31  From November 12, 1999 (inception) to 
  2010  2009  2010  2009  December 31, 2010 
                
Revenues $-  $-  $25,000  $-  $85,000 
                     
General and administrative expenses  152,392   64,154   306,564   155,290   6,594,566 
                     
Net loss $(152,392) $(64,154) $(281,564) $(155,290) $(6,509,566)
                     
Net loss per common share - basic and diluted $(0.00) $(0.00) $(0.00) $(0.00) $(0.14)
                     
Weighted average number of common shares outstanding - basic and diluted  177,196,829   175,969,122   176,569,920   175,494,899   45,020,536 
See accompanying notes to unaudited financial statements.

4


Ghost Technology, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
  Six Months Ended December 31,  From November 12, 1999 (Inception) to 
  2010  2009  December 31, 2010 
          
CASH FLOWS FROM OPERATING ACTIVITIES         
Net loss $(281,564) $(155,290) $(6,509,566)
Adjustments to reconcile net loss to net cash used in operating activities:            
Stock issued for services  10,000   55,000   2,026,584 
Stock issued for license  -   -   2,877,547 
Depreciation  -   -   5,667 
Amortization of prepaid technical service costs  8,333   -   8,333 
Impairment of long lived assets  -   -   128,700 
   General and administrative expenses - contributed by related party  -   58,160   404,161 
Changes in operating assets and liabilities:            
Other current asset  1,077   (1)  - 
Prepaid expenses  (1,750)  (14,444)  (1,750)
Accounts payable and accrued expenses  109,457   36,531   153,840 
Net Cash Used In Operating Activities  (154,447)  (20,044)  (906,484)
             
CASH FLOWS  FROM INVESTING ACTIVITIES            
Loans to related party  -   -   (130,000)
Purchase of equipment  -   -   (134,367)
Net Cash Used In Investing Activities  -   -   (264,367)
             
CASH FLOWS FROM FINANCING ACTIVITIES            
Proceeds from related party loans  -   -   43,500 
Proceeds from loan  -   21,000   300,000 
Proceeds  - former related parties  -   -   28,000 
Proceeds from sale of common stock and subscription receivable  70,000   -   402,770 
Contributed capital - related party  -   -   400,000 
Net Cash Provided By Financing Activities  70,000   21,000   1,174,270 
             
Net increase (decrease) in cash  (84,447)  956   3,419 
             
Cash - beginning of period  87,866   6   - 
             
Cash - end of period $3,419  $962  $3,419 
             
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:            
Cash paid during the year/period for:            
Interest $-  $-  $- 
Taxes $-  $-  $- 
             
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:     
             
Conversion of loan to common stock $-  $-  $(300,000)
             
Acquisition of treasury stock in exchange for related party loan receivable $130,000  $-  $130,000 
See

GHST World Inc.

Consolidated Statement of Stockholders' Deficit

For the Nine Months ended March 31, 2021

Unaudited

   Preferred Stock  Preferred Stock  Common Stock,  Additional  Stock     Total 
   Series A  Series B  $.001 Par Value  Paid in  Subscription  Accumulated  Stockholders' 
   Shares  Amount  Shares  Amount  Shares  Amount  Capital  Receivable  Deficit  Deficit 
                                
Balance June 30, 2020   6,000  $6   2,200  $2   397,942,449  $397,943  $8,608,680  $  $(9,115,696) $(109,065)
Issuance of shares in exchange of debt                   25,000,000  $25,000  $(69)         $24,931 
Issuance of shares for cash                   100,965,622  $100,966  $47,513          $148,479 
Net loss for the nine months ended March 31, 2021                           (93,415)  (93,415)
Balance March 31, 2021   6,000  $6   2,200  $2   523,908,071  $523,909  $8,656,124  $  $(9,209,111) $(29,070)

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

GHST World Inc.

Consolidated Statements of Cash Flows

Unaudited

  For the Nine Months Ended
March 31,
 
  2021  2020 
       
CASH FLOWS FROM OPERATING ACTIVITIES        
Net loss $(93,415) $(26,797)
Adjustments to reconcile net loss to net cash used in operating activities:        
Stock issued for services      
Changes in operating assets and liabilities:        
Accounts receivable     318 
Accounts payable and accrued expenses  2,894   (5,681)
Net Cash Used In Operating Activities  (90,521)  (32,160)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Patent costs  (8,025)   
Net Cash Used In Investing Activities  (8,025)   
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Advances to related parties  5,351   14,667 
Sale of common stock  148,479   8,735 
Net Cash Provided By Financing Activities  153,830   23,402 
         
Net increase (decrease) in cash  55,284   (8,758)
         
Cash - beginning of period  292   2,085 
         
Cash - end of period $55,576  $133 
         
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 $24,931  $ 

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


5

Ghost Technology, Inc.
(A Development Stage Company)

GHST WORLD, INC.

Notes to Consolidated Financial Statements

December

March 31, 2010

(Unaudited)
Note 1 Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America2021 and the rules and regulations of the United States Securities and Exchange Commission for interim financial information.  Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the full year.

The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the fiscal year ended June 30 2010.  The interim results for the three and six months ended December 31, 2010 are not necessarily indicative of the results for the full fiscal year.

Note 2 Nature of Operations

Ghost Technology,2020

Unaudited

NOTE 1- ORGANIZATION AND DESCRIPTION OF BUSINESS

Background

GHST World Inc. (“the Company”), formerly GHST International, Inc., Ghost Technology, Inc and IA Europe Group Inc. (“IAEG”), is a Delaware Corporationcorporation that was incorporated on November 12, 1999. The Company previously filed U.S. Securities and Exchange Commission (“SEC”) filings as General Telephony.com, Inc. (“GTI”) prior to its name change. On January 16, 2008,December 6, 2002, IAEG merged with GTI in a transaction treated as a reverse acquisition and recapitalization.

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.

On June 29, 2019, the Company changed its name to Ghost Technology, Inc.


In November 2008, the Company licensed the technology for a product known as “Defender" - an electronic device which is directly integrated in a television set. It maintainsacquired all the basic functionsstock of GHST Art World, Inc, a television, but as soon as advertisements are broadcast,Florida corporation, whose principle 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 “Defender" changes the TV channel to stored advertisements that are directed to the viewer based on previously determined content.  The license covers the Unites States, Canada and Mexico and is for an indefinite period.

acquisition. See Note 3.

Note 3 Summary of Significant Accounting Policies
Development Stage

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Liquidity and Going Concern

The Company's financial statements are presented as thosehave 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 a development stage company. Activities during the development stage primarily include negotiating distribution agreements and marketing the territory for distribution outletsbusiness for the product.foreseeable future.  The Company while seeking to implement its business plan, will look to obtain additional debt and/or equity related funding opportunities.had a net loss of $37,656 for the year ended June 30, 2020 and $93,415 for the Nine months ended March 31, 2021. The Company has generated minimal revenues since inception.an accumulated deficit of $9,209,111 and a stockholders’ deficit of $29,070 as of March 31, 2021 and used $90,521 in cash flow from operating activities for the nine months ended March 31, 2021.

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.

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 and from the possible sale of a minority interest in its subsidiaries. Management cannot provide any assurances that the Company will be successful in completing these undertakings and accomplishing any of its plans.

GHST WORLD, INC.

Notes to Consolidated Financial Statements

March 31, 2021 and June 30 2020

Unaudited

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Basis of Presentation

The consolidated financial statements have been prepared in conformity with U.S. GAAP. The consolidated financial statements include all adjustments, which consist of normal recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Amendment 2 to Form 10 filed on May 7, 2021.

Principles of Consolidation

The consolidated financial statements include the accounts of the following wholly owned subsidiaries:

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

All intercompany balances and transactions have been eliminated in consolidation.

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.

Use of Estimates

The preparation of financial statements in conformity with U.S.accounting principles generally accepted accounting principlesin 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 fair value of share-based payments and transactions and a full valuation allowance on deferred tax assets due to continuing losses.


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.

6

Cash

Cash and Cash Equivalents


are amounts held at local banks. The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.  There werehad no cash equivalents at DecemberMarch 31, 20102021 or June 30, 2020.

GHST WORLD, INC.

Notes to Consolidated Financial Statements

March 31, 2021 and June 30 2010, respectively.


The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At December 31, 2010 the balance did not exceed the federally insured limit.

Revenue Recognition

The Company recognizes revenue at the time the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. The Company intends on selling advertisement broadcasting time to its customers and will recognize revenue over the period of each broadcast. The Company also sells advertising media production services to its customers and recognizes revenues from such sales when the completed media product is shipped to the customer and when no further services are required to be performed. All revenue was earned from one customer for the three and six months ended December 31, 2010.

2020

Unaudited

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Risks and Uncertainties


The Company operates in an industryis undertaking a new business venture that is subject to intense competition and change in consumer demand. The Company's operations areinherently subject to significant riskrisks and uncertainties, including financial, operational, technological and operationalother risks including the potentialthat could potentially have a risk of business failure. Also, see Note 4 regarding going concern matters.


Share Based Payments

Generally, all forms

Impairment of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights, are measured at their fair value on the awards’ grant date, and based on the estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense.


Earnings per Share
Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. The Company had no common stock equivalents at December 31, 2010.

The computation of basic and diluted loss per share for the three and six months ended December 31, 2010 and 2009, and from November 12, 1999 ( Inception) to December 31, 2010, are equivalent since the Company has had continuing losses.

Income Taxes

Long-Lived Assets

The Company accounts for income taxesimpairment of long-lived assets in accordance with accounting guidance now codifiedAccounting Standards Codification (“ASC”) 360, Property, Plant and Equipment, (“ASC 360”). Long-lived assets consist primarily of property, plant and equipment. 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. As of March 31, 2021 and June 30, 2020, the Company did not recognize any impairment losses.

Intangible Assets

The Company capitalizes external costs, such as FASB ASC Topic 740, “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. The Company will amortize capitalized patent costs for internally generated patents on a straight-line basis over ten years, which represents the estimated useful lives of the patents. The ten-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. For the nine months ended March 31, 2021 the Company has capitalized $8,025 of patent costs. As of March 31, 2021 total patent cost totaled $41,811.

Income Taxes,” which requires that

Deferred tax assets and liabilities are recognized for the Company recognize deferredfuture tax liabilities and assets based on theconsequences attributable to temporary differences between the financial statement carrying amounts and the tax bases 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 in effectexpected to apply to taxable income in the years thein which those temporary differences are expected to reverse.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 benefit (expense) results fromexpense represents the change during the period in netthe deferred tax assets orand deferred tax liabilities. ADeferred tax assets are reduced by a valuation allowance is recorded 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.

GHST WORLD, INC.

7

Accounting guidance now codified as FASB ASC Topic 740-20, Notes to Consolidated Financial Statements

“Income TaxesMarch 31, 2021 and June 30 2020

Unaudited

NOTE 2Intraperiod Tax Allocation,”SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) clarifies the accounting for uncertainties in income taxes recognized in accordance with FASB ASC Topic 740-20 by prescribing guidance for the recognition, de-recognition and measurement in financial statements

The effect of income tax positions taken in previously filed tax returns oris 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.

The Company measures and recognizes the tax implications of positions taken or expected to be taken in its tax returns including a decision whetheron an ongoing basis. The Company’s tax returns are subject to fileexamination by federal and state taxing authorities for the years ended June 30, 2007 through 2019. However, the Company's federal net operating losses for tax years ending June 30, 2019 and 2020 will remain subject to examination until the losses are utilized or expire. Under the Tax Cuts and Jobs Act (“TCJA”), which was enacted on December 22, 2017, Net Operating Losses (“NOLs”) incurred for tax years beginning before January 1, 2018, will be able to be carried forward for 20 years. For NOLs incurred in tax years beginning after December 31, 2017, these NOLs will be subject to the new limitations imposed by TCJA. Under the new law, an NOL can offset only 80% of taxable income in any given tax year. Furthermore, NOLs can no longer be carried back, they must be carried forward. The 20-year carryforward period has been replaced with an indefinite carryforward period for NOLs incurred for tax years beginning after December 31, 2017. The Company’s NOL for the year ended June 30, 2020 will be subject to the 20-year carryforward period and would be utilized before any NOLs incurred for tax years beginning after December 31, 2017. The Company’s NOL incurred for the year ended June 30, 2019 and 2020 are subject to the new rules of TCJA. The NOL carryforwards for the periods ended June 30, 2020 and 2019 are approximately $48,000 and $37,000, respectively and the total NOL carryforward to the year ended June 30, 2020 is approximately $2.6 million.

Stock Based Compensation

The Company applies the fair value method of ASC 718, Share Based Payment, formerly Statement of Financial Accounting Standards ("SFAS") No. l23R "Accounting for Stock Based Compensation", 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 fileits common stock, the Company has used the stock value pursuant to its most recent sale of stock for purposes of valuing stock-based compensation.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software: Customer's Accounting for Implementation Costs Incurred in a particular jurisdiction.Cloud Computing Arrangement that is a Service Contract”, which aligns the requirement for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU is effective for fiscal years beginning after December 15, 2020.

GHST WORLD, INC.

Notes to Consolidated Financial Statements

March 31, 2021 and June 30 2020

Unaudited

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In January 2017, the FASB ASC Topic 740-20 requiresissued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” in order to simplify the measurement of goodwill impairment by eliminating Step 2 from the goodwill impairment test. Currently, Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that any liability created for unrecognized tax benefits is disclosed. The applicationgoodwill. In computing the implied fair value of FASB ASC Topic 740-20 may also affectgoodwill under Step 2, an entity had to perform procedures to determine the tax basesfair value at the impairment testing date of its assets and liabilities following the same procedure that would be required for purchase price allocation in a business combination. Under the amendments in this ASU, a goodwill impairment loss will be measured using the difference between the carrying amount and therefore may changethe fair value of the reporting unit limited to the total carrying amount of that reporting unit’s goodwill. The guidance in this ASU also eliminates the requirements for any reporting unit with a zero or create deferred tax liabilitiesnegative carrying amount to perform a qualitative assessment. However, entities must disclose the amount of goodwill allocated to each reporting unit with a zero or assets.negative carrying amount. The amendments in this ASU are to be applied on a prospective basis and became effective for the Company as of January 1, 2020, but early adoption is permitted for any impairment tests performed after January 1, 2017. The Company would recognize interest and penalties related to unrecognized tax benefits in income tax expense. At December 31, 2010 and June 30, 2010is currently evaluating the Company didimpact of adopting this new standard but does not record any liabilities for uncertain tax positions.expect that it will have a material effect on its consolidated financial statements.


Recent Accounting Pronouncements

Recent

There are no other recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC did not orthat are not believed by managementexpected to have a material impacteffect on the Company's presentfinancial statements.

NOTE 3 – OTHER ASSETS

On June 29, 2019, the Company acquired all the stock of GHST Art World, Inc, a Florida corporation, whose principle 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 future financial statements.


Noteapproximately $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.

NOTE 4 Going Concern


As reflected– 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 $41,811 and $33,786, respectively at March 31, 2021 and June 30, 2020. The Company will amortize the patent over the useful life of the patent once it is placed in service. No amortization was recorded for the Nine months ended March 31, 2021 and for the year ended June 30, 2020.

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 Nine months. The conversion is contingent on the Company effectuating a 1-for-100 reverse stock split and upon a change in the accompanying financial statements,Company’s name. As of March 31, 2021, and June 30, 2020, the Company has received a working capital deficittotal of $220,171$217,784 and $242,715 respectively.

On August 20, 2020, certain investors agreed to accept 25,000,000 shares at December 31, 2010,an average price of approximately $0.001 in exchange for $24,931 of previously paid subscriptions.

These events are subject to clearance with the Financial Industry Regulatory Authority (“FINRA”) which previously declined to approve our application. We believe FINRA did so because we had previously failed to file required reports with the Securities and Exchange Commission (the “SEC”), which subsequently revoked our registration under the Securities Exchange Act of 1934 (the “Exchange Act”). Our delinquency occurred under prior management with a net loss of $281,564 and net cash used in operations of $154,447 for the six months ended December 31, 2010.


different business model. The Company is in the development stage. Further, lossesfailures to file resulted from operations are continuing subsequent to December 31, 2010. The Company anticipates that it will continue to generate significant losses from operations in the near future. The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future.  There can be no assurance that additional financing will be available in amounts or terms acceptable to the Company, if at all.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue its operations is dependent on Management's plans, which include the raisinglack of capital to pay professionals.

We have again registered with the SEC under the Exchange Act through debt and/or equity marketsour effective Form 10. On June 10, 2021, we filed a new application with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.  The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence.

FINRA. We cannot assure you FINRA will grant our application.


The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

In response to the going concern issue, management has taken the following actions:
 the Company's Board has authorized an offering of common stock at $0.20 per share;
continue with development of the Defender; and
planning to advertise and market the Defender product so that additional revenues can be generated.

GHST WORLD, INC.

Notes to Consolidated Financial Statements

March 31, 2021 and June 30 2020

Unaudited

Note 5 Related Party Transactions

Loans to Related Parties

In April 2010,

NOTE 6 – RELATED PARTY TRANSACTIONS

At March 31, 2021, the Company advanced $130,000owed related parties a total of $13,687. These shareholder loans are unsecured, non-interest bearing and are due on demand. See note 3 as these amounts that will be converted to common stock are from related parties.

As shown in Note 3, the Company has committed to converting certain debts to equity. Included in the debts is $94,552 as of March 31, 2021 of amounts due from related parties that will also be converted as described in Note 3.

In connection with the sales of common stock the Company paid a total of $13,903, of which $9,183 as a fee to the son of the Chairman of the Board and $4,720 to a director, which was due on April 1, 2011.  company owned by the CFO.

These transactions were in the normal course of operations and were measured at a value that represents the amount of consideration established and agreed to by the related parties.

NOTE 7 – STOCKHOLDERS’ EQUITY

The loan was not interest bearing. Subsequently, the Company was advised by securities counsel that the loan would have been a violation of the Sarbanes-Oxley Act of 2002, which prohibits loans to officers and directors, following effectiveness of the Form 10.  The Company’s Board of Directors agreed on August 19, 2010 to accept 130,000has authorized 700,000,000 shares of common stock, owned by this director,$0.001 par value, of which 523,908,071 shares are issued and outstanding as of March 31, 2021.

Common Stock Issuances

On August 20, 2020, certain investors agreed to accept 25,000,000 shares at an average price of approximately $0.001 in exchange for the loan receivable, based on the estimated fair value per common share$24,931 of $1.00, which was based upon the fair value of stock issued in connection with a debt conversion in March 2010. This debt holder was a third partypreviously paid subscriptions.

In November and the conversion rate represented the best evidence of fair value.  These shares are reflected as treasury stock on the accompanying balance sheet.


As of December 31, 2010,2020 the Company accrued amounts owed to officersreceived $139,066 in exchange for unpaid salaries and rent totaling $59,500 and $8,775, respectively. Such amounts are included in accounts payable and accrued expenses in the accompanying financial statements.
Technology Services Agreement

On November 30, 2010,90,828,439 common shares at an average price of $0.0012 per share.

In March 2021, the Company entered into a Technology Services Agreement ( the "Agreement") with Ghost Technology SpA, a related party. Ghost Technology SpA is wholly owned by a shareholder, executive officer and director of the Company. The Agreement providesreceived $23,316 in exchange for the exclusive management and technical operations of the Company's defender patent over a 6-year period. As consideration the Company issued 3,000,00010,137,183 common shares with a fair market valueat average price of $600,000 (also see Note 6A) and will pay Ghost Technology SpA a fee ranging from $0.012$0.0023 per impression per month and reducing to $.009 for impressions greater than 50,000,000 per month.  share.

NOTE 8- INCOME TAXES

The Company has recorded the issuance as a non-current asset and is amortizing it over the 6-year li feaccumulated losses of the agreement.


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Note 6 Stockholders’ Equity (Deficit)

(A)  Common Stock Issuances

In November 1999,approximately $9.2 million since its inception. For income tax purposes, the Company issued 1,800,000 shareshas operating loss carryforwards of common stockapproximately $2.5 million from tax years beginning before January 1, 2018, that begin to its founders for $1,800 ($0.001/share).

In December 1999, the Company issued 840,000 shares of common stock for $42,000 ($0.05/share).

In May 2000, the Company issued 371,300 shares of common stock for $18,565 ($0.05/share).

In April 2003, the Company issued 324,171 shares of common stock for $69,604 ($0.21/share).

In April 2003, the Company issued 2,431,328 shares of common stock to consultants for services rendered having a fair value of $243,132 ($0.10/share), based upon the fair value of the services rendered.  The fair value of the services provided reflected a more readily determinable fair value than the shares issued. The Company expensed this stock issuance as a component of general and administrative expense.

In April 2008, the Company sold 6,723,000 shares of common stock for $160,475 ($0.024/share). Of the total, $55,800 was recorded as a subscription receivable.  The subscription was collected during the year end June 30, 2009.

During March 2008 and May 2008, the Company issued 102,000,000 shares of common stockexpire in exchange for a license agreement relating to the Defender, having a fair value of $2,877,547 ($0.028/share), based upon the average cash sales price of the Company's common stock.  The Company had various third party cash issuances, at varying prices, during a period of time when these shares for the Defender were issued as a non-cash transaction.2027. The Company has determinedapproximately $85,000 of tax losses for years beginning after December 31, 2017. These operating losses are subject to the limitations which were enacted in the Tax Cuts and Jobs Act (“TCJA”). These operating losses can offset only 80% of taxable income in any given tax year. The carryover period for these operating losses is indefinite. No federal or state tax asset has been reported in the financial statements, because the Company believes there is a 50% or greater chance that the average price per share (as sold to third parties) iscarryforwards will expire unused. Accordingly, the most accurate method for determining fair value.

During April 2008 and May 2008, the Company issued 60,210,240 shares of common stock to consultants for services rendered having a fair value of $1,698,606 ($0.028/share), based upon the average cash sales pricepotential tax benefits of the Company's common stock.  The Company had various third party cash issuances, at varying prices, duringloss carryforwards (approximately $900,000) have been offset by a period of time when these shares for the Defender were issued as a non-cash transaction.  The Company has determined that the average price per share (as sold to third parties) is the most accurate method for determining fair value.

In September 2008, the Company issued 40,297 shares of common stock for $40,326 ($1.00/share).

From September 2008 to May 2009, the Company issued 490,786 shares of common stock to consultants for services rendered having a fair value of $13,846 ($0.028/share), based upon the average cash sales pricevaluation allowance of the Company's common stock.  The Company had various third party cash issuances, at varying prices, during a period of time when these shares for the Defender were issued as a non-cash transaction.  The Company has determined that the average price per share (as sold to third parties) is the most accurate method for determining fair value. The Company expensed this stock issuance as a component of general and administrative expense.
In June 2009, the Company issued 50,000 shares of common stock to a consultant for services rendered having a fair value of $5,000 ($0.10/share), based upon the fair value of the services rendered.  The fair value of the services provided reflected a more readily determinable fair value than the shares issued. The Company expensed this stock issuance as a component of general and administrative expense.

In September 2009, the Company issued 15,000 shares of common stock to a consultant for services rendered having a fair value of $15,000 ($1/share), based upon the fair value of the services rendered.  The fair value of the services provided reflected a more readily determinable fair value than the shares issued. The Company expensed this stock issuance as a component of general and administrative expense.

On March 17, 2010, the Company received a loan for $300,000. The loan was non-interest bearing, unsecured and due on demand. On March 25, 2010, this loan was converted into 300,000 shares of common stock ($1.00/share). In connection with this conversion, there was no gain or loss on debt conversion.
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On April 15, 2010, the Company issued 400,000 shares of common stock for services to a consultant and director for services rendered having a fair value of $40,000 ($0.10/share), based upon the fair value of the services rendered over the period July 1, 2009 to April 15, 2010. The fair value of the services provided reflected a more readily determinable fair value than the shares issued. The Company expensed these stock issuances as a component of general and administrative expense.

During October 2010, the Company sold an aggregate of 350,000 shares of common stock at a price of $0.20 per share. The shares are presented as issuable at December 31, 2010 since they have not yet been issued by the transfer agent.

Also in October 2010, the Company issued 25,000 shares of common stock to a consultant for services rendered having a fair value of $10,000, based upon the fair value of services, agreed to by the parties. The Company expensed this stock issuance as a component of general and administrative expense.

On November 30, 2010, the Company issued 3,000,000 shares of common Stock to Ghost Technology SpA (see Note 5) as consideration for a 6-year Technology services agreement contract entered into between the entities. The Company has determined that the fair value of the issuance is $600,000 or $.20 per share  based upon the sale of stock for cash to third parties during the quarter. Management believes that this is the most reasonable  method for determining fair value.
On December 9, 2010, the Company executed a one year Consulting Services Agreement to provide investor relations services. The engagement fee calls for an initial fee of $20,000 in cash ($10,000 due December 9, 2010 and $10,000 was due on Janaury 15, 2011) and $25,000 in restricted common stock. The number of shares to be issued to be computed by dividing $25,000 by the closing bid price of the Company's common stock on December 9, 2010, or $.33 per share, which will require the Company to  issue 75,758 shares. These shares were subsequently issued in January 2011. This $45,000 engagement fee is included in General & Administrative expenses and accounts payable at December 31, 2010. This agreement provides for additional monthly retainer fee, payable in both cash and stock, a finder's fee, or commissions, should th e consultant perform certain services as described in the agreement.

(B) Preferred Stock Issuance

In 2002, the Company issued 2,000 shares of Series A preferred stock to its Chief Executive Officer for services rendered having a fair value of $1,000 ($0.50/share), based upon the fair value of the services rendered.  The fair value of the services provided reflected a more readily determinable fair value than the shares issued. The Company expensed this stock issuance as a component of general and administrative expense.  These preferred shares have the following rights and preferences:

●           Voting rights – 25,000 to 1, therefore, 50,000,000 votes.
●           Non-convertible.
●           No liquidation rights or preferences.

(C) Contributed Capital

Year 2001

In June 2001, a related party contributed capital of $6,250 to pay certain Company expenses.

Year 2007

In October 2007, the Company’s Chief Executive Officer contributed $400,000 that was used to pay outstanding accrued liabilities.

Year 2008

In June 2008, a related party paid expenses totaling $18,054 on behalf of the Company.

Year 2009 and 2010

In June 2009, a related party paid expenses totaling $311,698 on behalf of the Company.

During the nine months ended March 31, 2010, a related party paid expenses totaling $68,159 on behalf of the Company.
(D) Authorized Shares
On January 20, 2009, the Company increased its authorized common shares from 150,000,000 to 300,000,000.

10

same amount.

*****

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

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and related notes appearing elsewhere in this report.  In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth under “Risk Factors” in our Form 10 filed on August 20, 2010.
Company Overview
Ghost Technology, Inc. holds a license to the Defender, a software program that operates with and is integrated into a television set that enables subscribers to control the commercial advertisements being broadcast.  Revenues will come primarily from our broadcasting of advertising media on the Defender once it becomes operational.  Ghost is relying on raising the necessary capital to exploit this license.  The implementation of our business plan has been delayed due to our lack of capital.  We were hampered and delayed in raising capital since European investors were hesitant to invest until our stock commenced trading in the U.S. capital markets.

Ghost has entered into a Services Agreement with Ghost Technology SpA ("SpA"), a company controlled by a director and executive officer of Ghost.  SpA will provide all of the management and operational functions for the Defender technology.  In consideration for managing our technology, Ghost will pay SpA a usage fee based on monthly performance and has issued 3,000,000 shares of Ghost’s common stock.
Critical Accounting Estimates
The methods, estimates, and judgments that we use in applying our accounting policies have a significant impact on the results that we report in our financial statements.  Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain.  These estimates which are discussed below involve certain assumptions that if incorrect could create a material adverse impact on Ghost’s results of operations and financial condition.
Share Based Payments
Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights, are measured at their fair value on the awards’ grant date, and based on the estimated number of awards that are ultimately expected to vest.  Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable.  The expense resulting from share-based payments are recorded as a component of general and administrative expense.

Income Taxes

The Company accounts for income taxes under the liability method.  Deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

The Company uses a two-step approach to recognizing and measuring uncertain tax positions.  The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any.  The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement.  The Company considers many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments.  At December 31, 2010 and June 30, 2010 respectively, the Company did not record any liabilities for uncertain tax positions.
Revenue Recognition
The Company recognizes revenue at the time the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. The Company intends on selling advertisement broadcasting time to its customers and will recognize revenue over the period of each broadcast. The Company also sells advertising media production services to its customers and recognizes revenues from such sales when the completed media product is shipped to the customer and when no further services are required to be performed. All revenue was earned from one customer for the three and six months ended December 31, 2010.
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Results of Operations
The following discussion should be read in conjunction with the financial statements and notes thereto included elsewhere in this report.
For the Three Months Ended December 31, 2010 Compared to the Three Months Ended December 31, 2009.

Revenue

The Company generated no revenue for the three months ended December 31, 2010 and December 31, 2009. 

Expenses

Our expenses consisted primarily of general and administrative costs.  The general and administrative costs for the three months ended December 31, 2010 were  $152,392 as compared to $64,154 for the same period in 2009 or an increase of 137.5%. This increase was primarily attributable to salaries of $33,000 accrued to our officers and $55,000 accrued for consulting agreements  compared to none for the same period last year.

Net Loss

For the three months ended December 31, 2010 and 2009 we sustained net losses of $152,392 and $64,154, respectively.  The increase in the loss resulted from the increase in expenses note above.

For the Six Months Ended December 31, 2010 Compared to the Six Months Ended December 31, 2009.

Revenue

The Company generated $25,000 in revenue for the six months ended December 31, 2010 compared to none for six months ended December 31, 2009.  This revenue resulted from the production of media for one customer.

Expenses

Our expenses consisted primarily of general and administrative costs.  The general and administrative costs for the six months ended December 31, 2010 were $306,564 as compared to $155,290 for the same period in 2009 or an increase of 97.4%. This increase was primarily the result of increased professional fees relating to the Company recent Form 10 filing and for salaries and rent totaling $71,775 accrued to our officers and $55,000 accrued for consulting agreements as compared to none for the same period last year.

Net Loss

For the six months ended December 31, 2010 and 2009 we sustained net losses of $281,564 and $155,290, respectively.  The increase in the loss resulted from the increase in expenses noted above.

Liquidity and Capital Resources

For the six months ended December 31, 2010, net cash used in operating activities was $154,447, compared to $20,044 for the six months ended December 31, 2009. The use of cash in operating activities was mainly attributed to the continued operating loss and partially offset by an increase in accounts payable and accrued expenses.

For the six months ended December 31, 2010 and 2009, no cash transactions occurred in investing activities.

For the six months ended December 31, 2010, net cash provided by financing activities was $70,000, compared to $21,000 for the six months ended December 31, 2009.  The cash from financing activities was from proceeds from sale of common stock in October 2010, compared to proceeds from a loan in 2009.

As of December 31, 2010, Ghost had approximately $3,419 of cash and cash equivalents and a working capital deficit of $220,171.   Beginning in January 2010, we agreed to pay Gianfranco Gracchi, our Chief Executive Officer, $10,000 per month.  Beginning in November 2010, we agreed to pay Cristina Avramut, our Chief Financial Officer and wife of Mr. Gracchi, $1,500 per month.  As of December 31, 2010, we owed Mr. Gracchi $65,275 and Ms. Avramut $3,000.  In order to carry out the Services Agreement with SpA (discussed above), we are required to pay for 50,000 televisions.  We anticipate this will cost in excess of $15 million; however, the exact cost is unknown.  We will need to generate revenue and raise money in order to pay for this. This lack of working capit al has hampered us in implementing our business plan since we need to raise at least $100,000, to start initial tests in Florida. To raise capital, we have launched an offering of common stock at $0.20 per share seeking to raise up to $800,000 to $1,000,000. Through December 31, 2010, we have raised $70,000 under this offering.   If we do not raise at least $1,000,000, we will not be able to launch our business. Ghost does not have enough available cash to meet its obligations over the next 12 months.

We do not anticipate the need to purchase any material capital assets in order to carry out our business.

Related Party Transactions

See Note 5 to our unaudited financial statements included in this report for discussion of related party transactions.

New Accounting Pronouncements

See Note 3 to our unaudited financial statements included in this report for discussion of recent accounting pronouncements.

OPERATION

Cautionary Note Regarding Forward Looking Statements


This quarterly report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including our liquiditystatements regarding the Company’s patents and anticipated costspatent applications, the development, marketing and sale of its products including its Smart Shin Guard, product development efforts, the implementation of its business plan and expected timelines for meeting its objectives, the need for capital to start our business.fund and grow its operations, and liquidity. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods.

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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 couldmay cause actual results to differ materially from those in thethese forward-looking statements include the conditions of the global credit and capital markets and the failure to agree upon final terms in a definitive agreement.


Further informationare summarized our registration statement on our risk factors is contained in our filingsForm 10 filed with the SEC including our Form 10 filed on August 20, 2010. Any forward-looking statement made by usMarch 9, 2021 (the “Form 10”), in this report speaks only asthe section titled the “Summary of Risk Factors” and are more particularly described therein in the date on which it is made.  Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them.section titled “Item 1A. – Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statement,statements, whether as athe result of new information, future developmentsevents or otherwise, exceptotherwise.

Overview

We are a holding company for various technology and other activities. As of the date of this Report, our principal business strategy is seeking to exploit a patent and obtain and exploit future patents for the Smart Shin Guard. The Smart Shin Guard is a wearable protective device used while playing soccer and certain other sports combined 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.

We have not generated any revenue and need substantial additional financing to market our services. We recently filed a registration statement on Form 10 with the SEC, which became effective May 8, 2021, pursuant to which we became subject to the periodic and current reporting requirements under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”).

Results of Operations

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

Fiscal Quarter Ended March 31, 2021 Compared to the Fiscal Quarter Ended March 31, 2020.

We had no revenues in the three months ended March 31, 2021 and 2020, and we sustained net losses of $46,777 and $6,806, respectively, in those periods. During the three months ended March 31, 2021, expenses consisted primarily of general and administrative expenses, including professional fees for legal and financial services, and expenses incurred in connection with our product development efforts. During the period ended March 31, 2020, our expenses consisted primarily of general and administrative costs.

Liquidity and Capital Resources

Net Cash used by Operating Activities:

For the nine months ended March 31, 2021, the Company used net cash of approximately $90,521 in operating activities as compared to approximately $32,160 for the nine months ended March 31, 2020. The increase in cash used from operations was due to an increase in professional fees to prepare and file our Form 10 and related compliance costs in becoming an SEC reporting company, and expenses incurred in connection with our product development efforts.

In the three months ended March 31, 2021, we entered into two agreements with third party developers. One such agreement provides for the development of our Smart Shin Guard, and the other provides for the development of a smart phone application for use in conjunction with our Smart Shin Guard. Under these agreements, we have agreed to pay the service providers a total of approximately 142,000 (approximately $173,000). We began making payments under these agreements during the period covered by this Report.

Cash Used in Investing Activities:

For nine months ended March 31, 2021 and 2020, the Company used $8,025 and $0 in investing activities. Our cash used in investing activities in the period ended 2021 consisted of patent costs.

Cash Flows from Financing Activities:

Cash flows from financing activities for the nine months ended March 31, 2021 were $153,830 compared to $23,402 for the nine months ended March 31, 2020.

We have approximately $30,307.40 in available cash as of June 11, 2021 and for the past two years we have been relying on loans from our current investors and related parties and proceeds from sales of our common stock to fund our operations. 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 for the next 12 months from the date these Financial Statements were issued, 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 raise capital from existing investors or from the sale of a minority interest in our subsidiaries if and to the extent possible. We estimate that we will need to raise at least $1,000,000 in order to meet our working capital needs for the next 12 months. We plan to phase in our expenses and grow our business as working capital is available.

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.

COVID-19 Update

The COVID-19 pandemic has had a significant adverse effect on the economy throughout the world. While economies in certain jurisdictions and geographic areas have begun to reopen in the wake of the pandemic, if the pandemic and government action in response thereto result in a prolonged economic recession or depression, or if there are delays in reopening in areas in which we intend to do business, the Company’s development and implementation of its business plan and our ability to commence and grow our operations, as well as our ability to generate material revenue therefrom, will be required by law.


hindered. As of the date of this Report, the Company is unable to predict the impact the pandemic may have on its business and plan of operations.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements as of March 31, 2021.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.RISK

Not applicable.

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Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.


PROCEDURES

Evaluation of Disclosure Controls. and Procedures

We carried out an evaluation, under the supervision and with the participation of our Principalmanagement, including our Chief Executive Officer and PrincipalChief Financial Officer, required by Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”)Officers, of the effectiveness of our disclosure controls and procedures, as defined in RuleRules 13a-15(e) underand 15d-15(e) of the Exchange Act.  Based on their evaluation, our management has concluded that our disclosure controls and procedures were ineffectiveAct as of the end of the period covered by this reportreport. Based on that evaluation, our Chief Executive Officer and Chief Financial Officers have concluded that our disclosure controls and procedures as of March 31, 2021 were not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’sSecurities and Exchange Commission’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 is accum ulatedmaintain segregation of duties to support the identification, authorization, approval, accounting for, and communicated to our management, including our Principalthe disclosure of related-party transactions and non-routine transactions. One individual, the Chief Executive Officer, initiates related-party transactions and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.


non-routine transactions and also reviews, evaluates and approves these same transactions.

Changes in Internal ControlsControl 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.

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PART II –II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.
None.

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


ITEM 1A.  RISK FACTORS.

Not applicable to smaller reporting companies.


applicable.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
In addition

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On or about March 1, 2021, the Company sold 10,137,183 shares of common stock for an aggregate purchase price of $23,316 to those unregistered securities previously disclosed in reports filed with the SEC, we have sold securities without registrationan investor. The transaction was exempt under Regulation S of the Securities Act of 1933 (the “Securities Act”).

Name of ClassDate SoldNo. of SecuritiesReason for Issuance
Investor (2)10/8/10250,000 shares of common stockInvestment of $50,000
Transfer Agent (1)10/19/1025,000 shares of common stockTransfer Agent Services
Investor (2)10/26/10100,000 shares of common stock
Investment of $50,000
Investor Relations (1)12/9/1075,758 shares of common stockInvestor Relations Services
(1) Exemption providedas the shares were issued in an offshore transaction to persons who are not U.S. Persons as defined by Section 4(2) and Rule 506 thereunder of the Securities Act.
(2) Exemption under Regulation S, promulgated underand there were no directed selling efforts made in the Securities Act.
United States.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.
None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

ITEM 4.  (REMOVED AND RESERVED).

ITEM 5.  OTHER INFORMATION.
None

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ITEM 6.  EXHIBITS.
    Incorporated by Reference Filed or Furnished
 
Exhibit #
 Exhibit Description Form Date Number Herewith
            
 2.1 Certificate of Merger  10-K 2/18/10  3.1  
 3.1 Certificate of Incorporation  10-K 2/18/10  3.2  
 3.2 Certificate of Designation  10-K 2/18/10  3.3  
 3.3 Amendment to the Certificate of Incorporation  10-K 2/18/10  3.5  
 3.4 Correction to the Certificate of Incorporation  10-K 2/18/10  3.6  
 3.5 Amendment to the Certificate of Incorporation  10-K 2/18/10  3.7  
 3.6 Amended and Restated Bylaws  10-K 2/18/10  3.8  
 10.1 Defender Agreement  10-K 2/18/10  10.4  
 10.2 Summary of CEO and CFO Compensation Arrangements*  10-Q 11/15/10  10.2  
 10.3 Technology Services Agreement         Filed
 31.1 Certification of Principal Executive Officer (Section 302)         Filed
 31.2 Certification of Principal Financial Officer (Section 302)         Filed
 32.1 Certification of Principal Executive Officer and Principal Financial Officer (Section 906)         Furnished

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 - OTHER INFORMATION

None.

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 Designation 10-K 2/18/2010 3.3  
3.3 Amended and Restated Bylaws 10-12G 3/9/2021 3.3  
10.1 Development Agreement between the Company and Hemar AG dated January 4, 2021** 10-12G/A 4/21/2021 10.2  
10.2 Development Agreement between the Company and Applica srl dated February 2, 2021** 10-12G/A 4/21/2021 10.3  
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 XBRL Instance Document       Filed
101.SCH XBRL Taxonomy Extension Schema Document       Filed
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document       Filed
101.DEF XBRL Taxonomy Extension Definition Linkbase Document       Filed
101.LAB XBRL Taxonomy Extension Label Linkbase Document       Filed
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document       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.

** Management compensatory plan or arrangement


CopiesPortions of this report (includingexhibit have been omitted as permitted by the financial statements)rules of the SEC. The information excluded is both (i) treated by the Company as private or confidential and (ii) not material. The Company undertakes to submit a marked copy of this exhibit for review by the SEC staff, to the extent it has not been previously provided, and provide supplemental materials to the SEC staff promptly upon request.

+ Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.

Copies of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to Ghost Technology,GHST World Inc., 20801 Biscayne Blvd., Suite 403, Aventura, Florida 33180.667 Madison Avenue, 5th Floor, New York, NY 10065.

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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.

 GHOST TECHNOLOGY, INC.GHST World Inc.
 
Dated: June 18, 2021By:/s/ Edoardo Riboli
   
February 14, 2011By:/s/ Gianfranco GracchiEdoardo Riboli,Chief Executive Officer
 Gianfranco Gracchi
Chief Executive Officer
  (Principal Executive Officer)
Dated: June 18, 2021By:/s/ Marcello Appella
   
February 14, 2011By:/s/ Cristina AvramutMarcello Appella, Chief Financial Officer
  Cristina Avramut

(Principal Financial Officer)

Dated: June 18, 2021By:/s/ Paolo Sangiovanni
  Paolo Sangiovanni, Chief Financial Officer
  

(Principal Financial Officer)

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