GHST — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2026-10-09

• This Annual Report on Form 10-K (this “Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business plans, exploration of potential new business opportunities including seeking a potential busines…

• 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.

• 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 busin…

• 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 fur…

• 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 th…

Text removed vs the prior filing · source: 10-K · 2025-10-14

• This Annual Report on Form 10-K (this “Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our new business plan and prospective operations and arrangements involving the construction of solar plants …

• 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. IoTT is …

• With regard to our patented technology, we are relying on the ability to raise the necessary capital to exploit the patents we acquired for the Smart Shin Guard. We plan to market and sell this product to athletes, sports teams, organizations and leagues, with an initial focus on professional and am…

• In addition, in late 2024 and early 2025 the Company has entered into certain agreements for a new clean energy business through Insside. These agreements provide for the Company’s purchase of surface rights of certain land in Italy for solar energy projects, the construction of solar energy plants …

• 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 commercialization of our business plan and related products and services. However, we expect to generate revenue…

Text added vs the prior filing · source: 10-K · 2026-10-09

• · If we are not successful in acquiring a new business and generating material revenues, it would have a material adverse effect on our business.

• · We and our shareholders will face various risks and uncertainties in connection with our efforts to identify and complete a business combination or strategic transaction.

• · We face significant risks due to inability due to various circumstances including our limited resources to proceed with our legacy business plans, in a timely manner or at all.

• · In order to generate material revenue, we will need to acquire or otherwise successfully develop and market commercially viable products and services, and no assurance can be given that we will be successful in doing so;

• · Depending on the business combination or other strategic opportunity we ultimately pursue, our future operations may initially be concentrated in a limited number of products, services, customers or markets. If we are unable to successfully develop or expand those operations and generate material …

Text removed vs the prior filing · source: 10-K · 2025-10-14

• · Because of the shift in our business model, we face significant uncertainties which intensifies our risk as a going concern.

• · We face significant risks due to inability due to various circumstances to proceed with our legacy Smart Shin Guard business plan in a timely manner and our recent shift to a prospective clean energy business.

• · We are still in the process of developing our Smart Shin Guard, which is our principal product the development of which has been a lengthy and uncertain process for which we have failed to meet internal forecasts on multiple occasions, and there can be no assurance we will be successful in complet…

• · In order to generate material revenue, we will need to successfully develop and market our products and services, including the Smart Shin Guard which is our principal product and is still under development;

• · Because we will be reliant on a single product, if we are unable to establish a market for our product and generate material revenue, this lack of diversification will be difficult to overcome and investors could lose some or all of their investment.

Text added vs the prior filing · source: 10-K · 2026-10-09

• Our principal business focus has historically been seeking to exploit a patent and obtain and exploit future patents for the Smart Shin Guard. We also later added to this focus the operations of Insside, which has pursued a clean energy business in Italy. As described in Item 1 – Business, due in la…

• The Company has limited operations and lacks material revenue as of the date of this Report. As a result of its lack of capital needed to further its legacy business plans, beginning in the second half of fiscal year 2026, the Company began evaluating strategic alternatives designed to reposition it…

• In addition to our search for a business combination, we may seek to raise the necessary capital, and if successful in doing so, will continue our efforts to develop and execute on our legacy business plans including with respect to the Smart Shin Guard and other legacy business activities that we m…

• Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets, or is an established …

• As of the date of this Report, our discussions regarding potential business combinations have been preliminary in nature, and we have not entered into any letter of intent, definitive agreement or other binding arrangement with respect to any such transaction. Any target business that is selected ma…

Text removed vs the prior filing · source: 10-K · 2025-10-14

• Our principal business focus has been seeking to exploit a patent and obtain and exploit future patents for the Smart Shin Guard. We have also added to this focus the operations of Insside, which is in the early stages of developing a clean energy business with an initial focus on wholesale electric…

• On June 30, 2020, we obtained the intellectual property rights to the Smart Shin Guard and began efforts to implement our new business model of developing and marketing advanced wearable sports tracking and analysis devices, with an initial focus on soccer. In June 2020 we were issued the U.S. paten…

• · Complete the development of our Smart Shin Guard and the related phone app;

• · Obtain the raw materials needed for our manufacturing of our products, including pursuant to contracts with third party suppliers we may enter into to procure the same;

• · Arrange for the production of Smart Shin Guards and factory and warehouse space for the such production (which we may be required to outsource to a third party or parties);