0001121795 2025-07-01 2026-03-31 0001121795 2026-05-13 0001121795 2026-03-31 0001121795 2025-06-30 0001121795 us-gaap:SeriesAPreferredStockMember 2026-03-31 0001121795 us-gaap:SeriesAPreferredStockMember 2025-06-30 0001121795 us-gaap:SeriesBPreferredStockMember 2026-03-31 0001121795 us-gaap:SeriesBPreferredStockMember 2025-06-30 0001121795 2026-01-01 2026-03-31 0001121795 2025-01-01 2025-03-31 0001121795 2024-07-01 2025-03-31 0001121795 GHST:PreferredStockSeriesAMember 2025-12-31 0001121795 GHST:PreferredStockSeriesBMember 2025-12-31 0001121795 us-gaap:CommonStockMember 2025-12-31 0001121795 us-gaap:AdditionalPaidInCapitalMember 2025-12-31 0001121795 us-gaap:RetainedEarningsMember 2025-12-31 0001121795 2025-12-31 0001121795 GHST:PreferredStockSeriesAMember 2025-06-30 0001121795 GHST:PreferredStockSeriesBMember 2025-06-30 0001121795 us-gaap:CommonStockMember 2025-06-30 0001121795 us-gaap:AdditionalPaidInCapitalMember 2025-06-30 0001121795 us-gaap:RetainedEarningsMember 2025-06-30 0001121795 GHST:PreferredStockSeriesAMember 2024-12-31 0001121795 GHST:PreferredStockSeriesBMember 2024-12-31 0001121795 us-gaap:CommonStockMember 2024-12-31 0001121795 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001121795 us-gaap:RetainedEarningsMember 2024-12-31 0001121795 2024-12-31 0001121795 GHST:PreferredStockSeriesAMember 2024-06-30 0001121795 GHST:PreferredStockSeriesBMember 2024-06-30 0001121795 us-gaap:CommonStockMember 2024-06-30 0001121795 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0001121795 us-gaap:RetainedEarningsMember 2024-06-30 0001121795 2024-06-30 0001121795 GHST:PreferredStockSeriesAMember 2026-01-01 2026-03-31 0001121795 GHST:PreferredStockSeriesBMember 2026-01-01 2026-03-31 0001121795 us-gaap:CommonStockMember 2026-01-01 2026-03-31 0001121795 us-gaap:AdditionalPaidInCapitalMember 2026-01-01 2026-03-31 0001121795 us-gaap:RetainedEarningsMember 2026-01-01 2026-03-31 0001121795 GHST:PreferredStockSeriesAMember 2025-07-01 2026-03-31 0001121795 GHST:PreferredStockSeriesBMember 2025-07-01 2026-03-31 0001121795 us-gaap:CommonStockMember 2025-07-01 2026-03-31 0001121795 us-gaap:AdditionalPaidInCapitalMember 2025-07-01 2026-03-31 0001121795 us-gaap:RetainedEarningsMember 2025-07-01 2026-03-31 0001121795 GHST:PreferredStockSeriesAMember 2025-01-01 2025-03-31 0001121795 GHST:PreferredStockSeriesBMember 2025-01-01 2025-03-31 0001121795 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001121795 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001121795 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001121795 GHST:PreferredStockSeriesAMember 2024-07-01 2025-03-31 0001121795 GHST:PreferredStockSeriesBMember 2024-07-01 2025-03-31 0001121795 us-gaap:CommonStockMember 2024-07-01 2025-03-31 0001121795 us-gaap:AdditionalPaidInCapitalMember 2024-07-01 2025-03-31 0001121795 us-gaap:RetainedEarningsMember 2024-07-01 2025-03-31 0001121795 GHST:PreferredStockSeriesAMember 2026-03-31 0001121795 GHST:PreferredStockSeriesBMember 2026-03-31 0001121795 us-gaap:CommonStockMember 2026-03-31 0001121795 us-gaap:AdditionalPaidInCapitalMember 2026-03-31 0001121795 us-gaap:RetainedEarningsMember 2026-03-31 0001121795 GHST:PreferredStockSeriesAMember 2025-03-31 0001121795 GHST:PreferredStockSeriesBMember 2025-03-31 0001121795 us-gaap:CommonStockMember 2025-03-31 0001121795 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001121795 us-gaap:RetainedEarningsMember 2025-03-31 0001121795 2025-03-31 0001121795 us-gaap:PatentsMember 2025-07-01 2026-03-31 0001121795 us-gaap:PatentsMember 2024-07-01 2025-03-31 0001121795 2021-09-29 2021-09-30 0001121795 us-gaap:SeriesAPreferredStockMember 2025-07-01 2026-03-31 0001121795 us-gaap:SubsequentEventMember 2026-04-09 iso4217:USD shares iso4217:USD shares GHST:Integer pure false --06-30 2026 Q3 0001121795

10-Q true 2026-03-31 false 000-31705 GHST World Inc. DE 91-2007477 3001 PGA Blvd. Suite 305 Palm Beach Gardens FL 33410 561 686-3307 Yes Yes Non-accelerated Filer true true true false 130201179

968

2518

968

2518

968

2518

9250

28804

514912 417771 9559 9559

34109

37506

567830

493640

0.001

10000000

6000

2200

0.001

300000000

130201179

130201

13443466

-14140537

-14064797

-566862

-491122

968

2518

4755

13852

55359

18597

36287

77373

136358

6990 0 13039 8964

25587

36287

90412

145322

846

-0

820

-25587

-31532

-75740

-89963

-0

-25587

-31532

-75740

-89963

-0.00

130201179

6000

2200

130201179

130201

13443466

-14114950

-541275

-25587

6000

2200

130201179

130201

13443466

-14140537

-566862

6000

2200

130201179

130201

13443466

-14064797

-491122

-75740

6000

2200

130201179

130201

13443466

-14140537

-566862

6000

2200

130201179

130201

13443466

-13940380

-366705

-31532

6000

2200

130201179

130201

13443466

-13971912

-398237

6000

2200

130201179

130201

13443466

-13881949

-308274

-89963

6000

2200

130201179

130201

13443466

-13971912

-398237

-75740

-89963

-0

-2092

-19554

-10930

-3397

-37098

-98691

-135898

97141

117740

97141

117740

-1550

-18157

2518

18302

968

145

NOTE 1- ORGANIZATION, DESCRIPTION OF BUSINESS Background GHST World Inc. (“the Company”), is a Delaware corporation that was incorporated on November 12, 1999. The Company is a holding company for various technology and other activities. The Company has acquired and is developing several patents in the technology sector. Basis of Presentation The interim unaudited financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In management's opinion, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly our results of operations and cash flows for the nine months ended March 31, 2026 and 2025, and our financial position as of March 31, 2026, have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these interim unaudited financial statements should be read in conjunction with the financial statements and notes thereto for the year ended June 30, 2025.

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Liquidity and Going Concern The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company had net losses of $75,740 and $89,963 for the nine months ended March 31, 2026 and 2025. The Company has an accumulated deficit of $14,140,537 and $14,064,797 for the nine months ended March 31, 2026 and year ended June 30, 2025, respectively and a stockholders’ deficit of $566,862 and $491,122 as of March 31, 2026 and June 30, 2025, respectively. The Company used $98,691 and $135,898 in cash flow from operating activities for the nine months ended March 31, 2026 and 2025. Management believes these conditions raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. The ability to continue as a going concern is dependent upon profitable future operations, positive cash flows, and additional financing. These financial statements do not include any adjustments related to the recovery and classification of recorded asset amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Management intends to raise money in the future 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. Principles of Consolidation The consolidated financial statements include the accounts of the following wholly owned subsidiaries: <table cellpadding="0" cellspacing="0" style="font: 12pt Arial, Helvetica, Sans-Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">GHST Art World, Inc</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Arial, Helvetica, Sans-Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">GHST Sport Inc.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Arial, Helvetica, Sans-Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">IoTT world Inc.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Arial, Helvetica, Sans-Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Insside World Inc.</td></tr></table> All intercompany balances and transactions have been eliminated in consolidation. Concentration 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. For the nine months ended March 31, 2026 and 2025, the Company receives all its revenues and deferred revenues from just a few customers. The Company is dependent on related parties for short term funding, who have provided a significant portion of the funding through March 31, 2026. Foreign Currency Transaction gains and losses are recognized in earnings. The Company is subject to foreign exchange rate fluctuations in connection with the Company’s international transactions as certain vendor payments and repayments of related party advances are done in foreign currency. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions impact, among others, the following: fair value of share-based payments and deferred taxes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. Cash Cash is held at local banks. The Company had no cash equivalents at March 31, 2026 and June 30, 2025. Risks and Uncertainties The Company is undertaking a new business venture that is inherently subject to significant risks and uncertainties, including financial, operational, technological and other risks that could potentially have a risk of business failure. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. The provisions of ASC Topic 606 require the following steps to determine revenue recognition: (1) Identify the contract(s) with a customer; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to the performance obligations in the contract; and (5) Recognize revenue when (or as) the entity satisfies a performance obligation. The Company derives most of its revenues to date from consulting services provided to the energy sector for the construction of solar energy plants. These services are contractual and contain identified performance obligations and are historically paid by the customer at the signing of the consulting contract. The Company recognizes revenues only when these identifiable performance obligations are satisfied. Payments that are received from customers in advance of when services are satisfactorily completed are reflected as deferred revenue on the accompanying consolidated balance sheets. Going forward the Company expects to be receiving revenues from longer-term surface rights agreements for energy production as described in Note 1. The Company will follow the revenue recognition policies as described above for the contracts. Accounts Receivable Accounts receivables are recorded at the invoiced amount. The Company regularly reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. As of March 31, 2026 and June 30, 2025, the Company did not record any such allowance. Fair Value The carrying value of cash, other assets, accounts and other payable approximate their fair value based on the liquidity or the short-term maturities of these instruments. The fair value hierarchy promulgated by GAAP consists of three levels: <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td>Level one — Quoted market prices in active markets for identical assets or liabilities.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td>Level two — Inputs other than level one inputs that are either directly or indirectly observable; and</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td>Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.</td></tr></table> Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company has <span id="xdx_902_eus-gaap--FairValueAssetLiabilityRecurringBasisStillHeldUnrealizedGainLoss_pp0p0_do_c20250701__20260331_zAWtQGDSNPe2" title="Fair value of assets and liabilities measured on recurring basis"><span id="xdx_90C_eus-gaap--FairValueAssetLiabilityRecurringBasisStillHeldUnrealizedGainLoss_pp0p0_do_c20240701__20250331_z38SfxSAyszb" title="Fair value of assets and liabilities measured on recurring basis">no assets or liabilities that are measured at fair value on a recurring and/or non-recurring during the nine months ended March 31, 2026 and 2025. Impairment of Long-Lived Assets The Company accounts for impairment of long-lived assets in accordance with Accounting Standards Codification (“ASC”) 360, Property, Plant and Equipment, (“ASC 360”). Long-lived assets for the Company consist primarily of other assets and patents. In accordance with ASC 360, the Company periodically evaluates long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When triggering event indicators are present, the Company obtains appraisals on an asset-by-asset basis and will recognize an impairment loss when the sum of the appraised values is less than the carrying amounts of such assets. The appraised values, based on reasonable and supportable assumptions and projections, require subjective judgments. Depending on the assumptions and estimates used, the appraised values projected in the evaluation of long-lived assets can vary within a range of outcomes. The appraisals consider the likelihood of possible outcomes in determining the best estimate for the value of the assets. Research and Development Research and development costs are expensed as incurred. These costs consist primarily of costs related to the development of new products. Segment Information The Company operates as a single operating segment and single reportable segment. Operating segments are defined as components of a business that can earn revenue and incur expenses and for which discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM, the Chief Executive Officer, allocates resources and assesses performance based upon condensed consolidated financial information due to the interconnected relationship of the Company’s products to the same customers, therefore manages its business as a single operating segment. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect of income tax positions is recognized only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Stock Based Compensation The Company applies the fair value method of ASC 718, Share Based Payment, in accounting for its stock-based compensation. This accounting standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period, if any. We measure stock-based compensation using the fair market value of the Company’s common stock on the date of the grant. Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common shares outstanding for the period, and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. The Company had no potentially dilutive securities outstanding for the nine months ended March 31, 2026 or 2025. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard requires additional disaggregated disclosures about the effective tax rate reconciliation and income taxes paid. The new requirements will be effective for annual period beginning after December 15, 2024 for public entities and after December 15, 2025 for all other entities. The Company has adopted this provision during the year ended June 30, 2025. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires, for each relevant expense caption on the income statement, detailed disclosure amounts for purchases of inventory, employee compensation, depreciation, and intangible asset amortization. In addition, this ASU requires companies to include amounts already required by GAAP in the same disclosure, provide a qualitative description of remaining amounts not separately disaggregated, and disclose the amount of total selling expenses along with the companies’ definition of selling expenses. The amendment is effective for fiscal years beginning after December 15, 2026, which would require us to adopt the provisions during the year ended June 30, 2028 Form 10-K. Early adoption is permitted. The amendments should be applied prospectively; however, retrospective application is permitted. Management is currently evaluating this ASU to determine its impact on our disclosures. We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

Liquidity and Going Concern The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company had net losses of $75,740 and $89,963 for the nine months ended March 31, 2026 and 2025. The Company has an accumulated deficit of $14,140,537 and $14,064,797 for the nine months ended March 31, 2026 and year ended June 30, 2025, respectively and a stockholders’ deficit of $566,862 and $491,122 as of March 31, 2026 and June 30, 2025, respectively. The Company used $98,691 and $135,898 in cash flow from operating activities for the nine months ended March 31, 2026 and 2025. Management believes these conditions raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. The ability to continue as a going concern is dependent upon profitable future operations, positive cash flows, and additional financing. These financial statements do not include any adjustments related to the recovery and classification of recorded asset amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Management intends to raise money in the future 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.

-75740

-89963

-14140537

-14064797

-566862

-491122

-98691

-135898

Principles of Consolidation The consolidated financial statements include the accounts of the following wholly owned subsidiaries: <table cellpadding="0" cellspacing="0" style="font: 12pt Arial, Helvetica, Sans-Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">GHST Art World, Inc</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Arial, Helvetica, Sans-Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">GHST Sport Inc.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Arial, Helvetica, Sans-Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">IoTT world Inc.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Arial, Helvetica, Sans-Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Insside World Inc.</td></tr></table> All intercompany balances and transactions have been eliminated in consolidation.

Concentration 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. For the nine months ended March 31, 2026 and 2025, the Company receives all its revenues and deferred revenues from just a few customers. The Company is dependent on related parties for short term funding, who have provided a significant portion of the funding through March 31, 2026.

Foreign Currency Transaction gains and losses are recognized in earnings. The Company is subject to foreign exchange rate fluctuations in connection with the Company’s international transactions as certain vendor payments and repayments of related party advances are done in foreign currency.

Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions impact, among others, the following: fair value of share-based payments and deferred taxes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Cash Cash is held at local banks. The Company had no cash equivalents at March 31, 2026 and June 30, 2025.

Risks and Uncertainties The Company is undertaking a new business venture that is inherently subject to significant risks and uncertainties, including financial, operational, technological and other risks that could potentially have a risk of business failure.

Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. The provisions of ASC Topic 606 require the following steps to determine revenue recognition: (1) Identify the contract(s) with a customer; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to the performance obligations in the contract; and (5) Recognize revenue when (or as) the entity satisfies a performance obligation. The Company derives most of its revenues to date from consulting services provided to the energy sector for the construction of solar energy plants. These services are contractual and contain identified performance obligations and are historically paid by the customer at the signing of the consulting contract. The Company recognizes revenues only when these identifiable performance obligations are satisfied. Payments that are received from customers in advance of when services are satisfactorily completed are reflected as deferred revenue on the accompanying consolidated balance sheets. Going forward the Company expects to be receiving revenues from longer-term surface rights agreements for energy production as described in Note 1. The Company will follow the revenue recognition policies as described above for the contracts.

Accounts Receivable Accounts receivables are recorded at the invoiced amount. The Company regularly reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. As of March 31, 2026 and June 30, 2025, the Company did not record any such allowance.

Fair Value The carrying value of cash, other assets, accounts and other payable approximate their fair value based on the liquidity or the short-term maturities of these instruments. The fair value hierarchy promulgated by GAAP consists of three levels: <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td>Level one — Quoted market prices in active markets for identical assets or liabilities.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td>Level two — Inputs other than level one inputs that are either directly or indirectly observable; and</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td>Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.</td></tr></table> Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company has <span id="xdx_902_eus-gaap--FairValueAssetLiabilityRecurringBasisStillHeldUnrealizedGainLoss_pp0p0_do_c20250701__20260331_zAWtQGDSNPe2" title="Fair value of assets and liabilities measured on recurring basis"><span id="xdx_90C_eus-gaap--FairValueAssetLiabilityRecurringBasisStillHeldUnrealizedGainLoss_pp0p0_do_c20240701__20250331_z38SfxSAyszb" title="Fair value of assets and liabilities measured on recurring basis">no assets or liabilities that are measured at fair value on a recurring and/or non-recurring during the nine months ended March 31, 2026 and 2025.

Impairment of Long-Lived Assets The Company accounts for impairment of long-lived assets in accordance with Accounting Standards Codification (“ASC”) 360, Property, Plant and Equipment, (“ASC 360”). Long-lived assets for the Company consist primarily of other assets and patents. In accordance with ASC 360, the Company periodically evaluates long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When triggering event indicators are present, the Company obtains appraisals on an asset-by-asset basis and will recognize an impairment loss when the sum of the appraised values is less than the carrying amounts of such assets. The appraised values, based on reasonable and supportable assumptions and projections, require subjective judgments. Depending on the assumptions and estimates used, the appraised values projected in the evaluation of long-lived assets can vary within a range of outcomes. The appraisals consider the likelihood of possible outcomes in determining the best estimate for the value of the assets.

Research and Development Research and development costs are expensed as incurred. These costs consist primarily of costs related to the development of new products.

Segment Information The Company operates as a single operating segment and single reportable segment. Operating segments are defined as components of a business that can earn revenue and incur expenses and for which discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM, the Chief Executive Officer, allocates resources and assesses performance based upon condensed consolidated financial information due to the interconnected relationship of the Company’s products to the same customers, therefore manages its business as a single operating segment.

Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect of income tax positions is recognized only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

Stock Based Compensation The Company applies the fair value method of ASC 718, Share Based Payment, in accounting for its stock-based compensation. This accounting standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period, if any. We measure stock-based compensation using the fair market value of the Company’s common stock on the date of the grant.

Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common shares outstanding for the period, and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. The Company had no potentially dilutive securities outstanding for the nine months ended March 31, 2026 or 2025.

Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard requires additional disaggregated disclosures about the effective tax rate reconciliation and income taxes paid. The new requirements will be effective for annual period beginning after December 15, 2024 for public entities and after December 15, 2025 for all other entities. The Company has adopted this provision during the year ended June 30, 2025. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires, for each relevant expense caption on the income statement, detailed disclosure amounts for purchases of inventory, employee compensation, depreciation, and intangible asset amortization. In addition, this ASU requires companies to include amounts already required by GAAP in the same disclosure, provide a qualitative description of remaining amounts not separately disaggregated, and disclose the amount of total selling expenses along with the companies’ definition of selling expenses. The amendment is effective for fiscal years beginning after December 15, 2026, which would require us to adopt the provisions during the year ended June 30, 2028 Form 10-K. Early adoption is permitted. The amendments should be applied prospectively; however, retrospective application is permitted. Management is currently evaluating this ASU to determine its impact on our disclosures. We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

NOTE 3- PATENTS The Company obtained a US patent dated June 30, 2020, which is a protection device used in sporting activity with monitoring capabilities. The Company has also obtained a European and Hong Kong Patent for the same device in March 2023. The Company has incurred a total of $<span id="xdx_903_eus-gaap--AmortizationOfIntangibleAssets_pp0p0_c20250701__20260331__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--PatentsMember_zhp77CblOJPa" title="Costs to register and develop the patent">78,641 of costs to register and develop the patent, since obtaining such patent. For the nine months ended March 31, 2026 and 2025, the Company has incurred $13,039 and $8,964, respectively of patent costs that were recorded as operating expenses on the accompanying financial statements.

78641

13039

8964

NOTE 4- COMMON STOCK PAYABLE The Company has an agreement with certain investors to convert their investment into common stock of the Company at a price equal to the average value of the stock over the previous six months. The conversion was contingent on the Company effectuating a 1-for-100 reverse stock split which was affected on September 30, 2021. As of March 31, 2026 and June 30,2025, the Company has a total of $9,559 that has not been converted to common stock.

1-for-100

9559 9559

NOTE 5- RELATED PARTY TRANSACTIONS At March 31, 2026 and June 30, 2025, the Company owed related parties a total of $514,912 and $417,771, respectively. These shareholder loans are unsecured, non-interest bearing and are due on demand. As shown in Note 4, the Company has committed to converting certain debts to equity. Included in the debts is $9,559 as of March 31, 2026 and June 30, 2025, of amounts due to related parties that will be converted as described in Note 4. During the nine months ended March 31, 2026, the Company invoiced a shareholder for consulting services rendered totaling $846 which the Company recorded as other income.

514912 417771 9559 9559

846

NOTE 6- STOCKHOLDERS’ DEFICIT Preferred Stock Series A and B The Company is authorized to issue a total of 10,000,000 shares of any class of Preferred stock. There are currently 6,000 shares of Series A Preferred Stock and 2,200 shares of Preferred Series B Stock issued and outstanding, Series A Preferred Stock is entitled to 25,000 votes per share, and Series B Preferred Stock has a special liquidation preference equal to $27.50 per share.

10000000

6000

2200

25,000

27.50

NOTE 7- COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. There are no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

NOTE 8- INCOME TAXES The company accounts for income taxes under ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities based on the difference between the financial statement basis and tax basis of assets and liabilities by using enacted tax rates in effect for the year. The company had no unrecognized tax benefits at March 31, 2026 or June 30, 2025. The Company has accumulated losses of approximately $14.1 million since its inception. For income tax purposes, the Company has operating loss carryforwards of approximately $3.6 million from tax years beginning in 2007, that begin to expire in 2027. 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 carryforwards will expire unused. Accordingly, the potential tax benefits of the loss carryforwards (approximately a deferred tax asset of $913,000 based on an effective combined federal and state tax rate of 25.35%) have been offset by a valuation allowance of the same amount.

The Company has accumulated losses of approximately $14.1 million since its inception. For income tax purposes, the Company has operating loss carryforwards of approximately $3.6 million from tax years beginning in 2007, that begin to expire in 2027.

913000

0.2535

NOTE 9- SUBSEQUENT EVENTS On April 9, 2026, a preliminary agreement with a customer was terminated as the customer was unable to complete two power generation plants under construction in Mosciano, Italy and therefore, was unable to connect them to the grid, as required. As a result, the customer forfeited its deposit of $34,109, which had been recorded as deferred revenue.

34109

false false false false