Certain statements in "Management's Discussion and Analysis and Plan of Financial Condition and Results of Operations" are forward-looking statements that involve risks and uncertainties. Words such as may, will, should, would, anticipates, expects, intends, plans, believes, seeks, estimates and similar expressions identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. You should read the following discussion in conjunction with our financial statements, which are included elsewhere in this Report. We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements. Our actual results could differ materially from those discussed in the forward-looking statements. See "Cautionary Note Regarding Forward Looking Statements" and "Summary of Risk Factors" contained in the forepart of this Report for more information.





Overview

We are a company which is seeking to exploit a patent and obtain and exploit future patents for the Smart Shin Guard. We have not generated any revenue and need substantial additional financing to market our services.





Plan of Operation

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. On June 30, 2020, we were issued the U.S. patent for our product and have patents pending in other jurisdictions. While we believe we have sufficient capital to fund our initial operations, we anticipate we will need additional funding to expand our operations and market and sell our product, including for the following expenses:





  · Develop, test, and improve upon our Smart Shin Guard;




  · Compensating out management and key personnel;




   ·  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);




   ·  Develop relationships with soccer leagues, teams and players in order to
      both locate potential customers and establish business relationships to
      assist with advertising to the general public;




   ·  Develop, maintain and protect our intellectual property rights including
      patent(s) in applicable jurisdictions;




   ·  Communicate with and advocate for our product to FIFA and other soccer
      leagues and regulators to allow for widespread in-game use of our product
      in professional settings.

We are currently in the process of developing our product, including by miniaturizing our product and developing software for the artificial intelligence component of the product's data collection and transmission capabilities. We expect development to be completed before the end of the year, however we may need to allocate further resources to developing our product depending on the results of the current development process and further testing we may undertake. Additionally, the professional kit version of our product is expected to take a longer time to develop than the consumer kit due to the increased complexity of its functionality.





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Following our product development efforts (and assuming successful completion of the same), we intend to then turn our attention during the next 12 months towards manufacturing the product and establishing a market for selling our product. Because our product focuses on soccer, or "football," we plan to focus these efforts on countries located in Europe, where the sport is most popular and well-funded, and teams and players may be more likely to subscribe to our offerings. We expect that our ability to have success during this stage will depend on a number of factors which may be beyond our control, including our ability to have patents issued in target jurisdictions, our ability to complete product development and manufacturing efforts on schedule, and our ability to obtain strategic partnerships from professional teams or athletes to assist us in our marketing efforts.





Marketing Plan

Our goal is to develop and expand a market for our Smart Shin Guard both to professional and casual soccer players and teams. With the right people on our side, we intend and hope for the market for our product to grow to a global scale. Subject to our ability to successfully raise the necessary capital and complete the development process of the Smart Shin Guard, our tentative aspirations for the Company's entry into the advanced sports technology industry envision progress and growth occurring in two phases (measured from June 30, 2022):





Headquarters

We are currently headquartered in New York, NY; however our directors and officers are located in Italy and other European countries. We believe our presence in these locations will be useful in initiating our marketing strategy, in which we plan to focus our efforts on European countries and access the U.S. capital markets to fund our operations.





Need for League Approval

As discussed in "Risk Factors," the Smart Shin Guard's value, particularly with respect to professional teams and players, will in large part be determined by our ability to obtain approval for in-game use of the product from FIFA, UEFA Champions League, Serie A (Italy), Ligue 1 (France), and the English Premier League, as well as other prominent international and national soccer leagues that attract a significant number of viewers. Management believes that due to our product's small size and design to be used as a wearable shin guard, which equipment is already used in games, we should be able to obtain such approval, but any difficulties or delays in obtaining this consent from target leagues could result in limitations to the prospective market for our product and/or require us to allocate capital and time towards obtaining such approval.

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.





Results of Operations

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

Fiscal Year Ended June 30, 2022 Compared to the Fiscal Year Ended June 30, 2021.

We had no revenues in the years ended June 30, 2022 and 2021, and we sustained net losses of $151,885 and $151,336, respectively, in those periods. Our expenses consisted of general and administrative costs. We do not expect to generate material revenue unless and until we can implement our business plan and begin marketing and selling our product(s) in sufficient quantities, which has been delayed due to COVID-19 impacts on our development efforts and on league play which adversely affects our marketing capabilities. In order to become profitable, we will need to establish a sufficient market for our product, including internationally, to offset our development, manufacturing and advertising costs, and our ability to do so will be subject to a number of factors, many of which will be beyond our control.





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Liquidity and Capital Resources

Net Cash used by Operating Activities:

For the fiscal year ended June 30, 2022, the Company used net cash of approximately $163,028 in operating activities as compared to approximately $143,930 for the fiscal year ended June 30, 2021. The increase in cash used in operations was primarily due to fees for financial and legal services, as well as and contracts and other costs in developing our product and business plan. We expect expenses for professional services to remain higher than in prior periods due to our continuing reporting obligations with the SEC as a result of the Form 10 becoming effective on May 8, 2021.

Cash Used in Investing Activities:

For the years ended June 30, 2022 and 2021, the Company used $0 and $7,395 in investing activities. Our investing activities during these periods consisted of obtaining our patent and related patent applications.

Cash Flows from Financing Activities:

Cash flows from financing activities for the fiscal year ended June 30, 2022 were $155,884 compared to $158,383 for the fiscal year ended June 30, 2021. On August 20, 2021, we issued 55,750 shares of common stock to certain of our investors in exchange for $16,725 of previously paid subscriptions. In addition, during the fiscal year ended June 30, 2022, $225,259 of debt was converted to 118,663,761 shares of common stock and we received $81,345 from the sale of 526,941 shares of our common stock as follows: (i) in August 2021 we issued 55,750 shares of common stock to two investors in exchange for a total of $16,725; (ii) in December 2021 we issued 48,767,465 shares of common stock to various investors in exchange for $86,520 of debt; (iii) in December 2021 we issued 33,000 shares of common stock to an investor in exchange for $5,792 of debt; (iv) in December 2021 we issued 41,600 shares of common stock to two investors in exchange for a total of $8,000; (v) in January 2022 we issued 23,333 shares of common stock to an investor in exchange for a total of $3,500; (vi) in February 2022 we issued 15,333 shares of common stock to an investor in exchange for a total of $2,300; (vii) in February 2022 we issued 69,863,296 shares of common stock to various investors in exchange for $129,247 of debt; (viii) in April 2022 we issued 163,015 shares of common stock to two investors in exchange for a total of $21,192; (ix) in May 2022 we issued 107,938 shares of common stock to three investors in exchange for a total of $14,032; and (x) in June 2022 we issued 119,972 shares of common stock to two investor in exchange for $15,596.

We have approximately $25,000,000 in available cash as of September 22, 2022, and for the past two years we have been relying on loans and stock purchases from our current investors and related parties 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 during the fiscal year ended June 30, 2022 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 continue to raise capital from existing investors and/or to obtain funding 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. As described elsewhere in this Report, we plan to phase in our expenses and grow our business as working capital is available.





COVID-19

Our product development and marketing efforts were hindered during the second half of the fiscal year ended June 30, 2022 as a result of the COVID-19 pandemic, due in part to temporary suspension of league play, decreased demand caused by economic hardship and uncertainty, and operational challenges caused by supply shortages and the lockdowns. While COVID-19 seems to no longer pose the threat it did, we cannot predict what future impact it may have in the future.





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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.

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