UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended |
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
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization) | (I. R. S. Employer Identification No.) |
|
|
(Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code) |
|
n/a |
(Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None |
| None |
|
|
|
Indicate by check mark whether the registrant (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. | ||
Page 1
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). | ||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | ||
Large accelerated filer [ ] | Accelerated filer [ ] | |
Smaller reporting company [x] | ||
| Emerging growth Company [x] | |
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 standards 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 [ ] No [x] | |
The number of shares of the registrant’s common stock outstanding as of April 19, 2023 was | ||
Page 2
TABLE OF CONTENTS
PART I | FINANCIAL INFORMATION | 3 |
Item 1. | Financial Statements | 4 |
| Condensed Balance Sheets (unaudited) | 4 |
| Condensed Statements of Operations (unaudited) | 5 |
| Condensed Statements of Stockholders’ Deficit (unaudited) | 6 |
| Condensed Statements of Cash Flow (unaudited) | 7 |
| Notes to Condensed Financial Statements (unaudited) | 8 |
Item 2. | Management’s Discussion and Analysis of Financial Conditions and Results of Operations | 11 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 12 |
Item 4. | Controls and Procedures | 12 |
PART II | OTHER INFORMATION | 13 |
Item 1. | Legal Proceedings | 13 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
Item 3. | Default Upon Senior Securities | 13 |
Item 4. | Mine Safety Disclosures | 13 |
Item 5. | Other Information | 13 |
Item 6. | Exhibits | 13 |
Signatures |
| 13 |
Page 3
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HST GLOBAL, INC.
Condensed Balance Sheets
March 31, |
| December 31, | |
| (Unaudited) |
|
|
ASSETS |
|
|
|
|
|
|
|
Current Assets |
|
|
|
Cash and cash equivalents | $ |
| $ |
Total Current Assets |
| ||
Total Assets | $ |
| $ |
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
Accounts payable and accrued expenses |
| ||
Accounts payable and accrued expenses - related parties |
| ||
Loans or advances from related party |
| ||
Accrued related party interest |
| ||
Total Current Liabilities |
| ||
Total Liabilities |
| ||
|
|
|
|
Stockholders' Deficit |
|
|
|
Preferred stock; 10,000,000 shares authorized, |
| ||
Common stock; 200,000,000 shares |
| ||
Additional paid-in capital |
| ||
Accumulated deficit | ( |
| ( |
Total Stockholders' Deficit | ( |
| ( |
Total Liabilities and Stockholders' Deficit | $ |
| $ |
The accompanying notes are an integral part of these unaudited condensed financial statements
Page 4
HST GLOBAL, INC.
Condensed Statements of Operations
(Unaudited)
For the Three Months Ended March 31, 2023 |
| For the Three Months Ended March 31, 2022 |
| |
REVENUES | $ |
| $ |
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
Consulting, related party |
|
| ||
General and administrative |
|
| ||
|
|
|
|
|
Total Operating Expenses |
|
| ||
|
|
|
|
|
Net Loss from Operations | ( |
| ( |
|
|
|
|
|
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
Interest expense | ( |
| ( |
|
|
|
|
|
|
Total Other Expense | ( |
| ( |
|
|
|
|
|
|
Loss Before Income Taxes | ( |
| ( |
|
Provision for Income Taxes |
|
| ||
NET LOSS | $( |
| $( |
|
|
|
|
|
|
Loss Per Share: Basic and Diluted | $( |
| $( |
|
|
|
|
|
|
Weighted Average Shares Outstanding: |
|
|
The accompanying notes are an integral part of these unaudited condensed financial statements
Page 5
HST Global, Inc.
Condensed Statements of Stockholders’ Deficit
(Unaudited)
Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholder’s | |||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit |
|
|
|
|
|
|
|
|
Balance, December 31, 2021 | - | $- | 5,248,582 | $ | $ | $( | $( |
Net loss | - | - | - | ( | ( | ||
Balance, March 31, 2022 | - | $- | 5,248,582 | $ | $ | $( | $( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2022 | - | $- | 5,248,582 | $ | $( | $( | |
Net loss | - | - | - | ( | ( | ||
Balance, March 31, 2023 | - | $- | 5,248,582 | $ | $ | $( | $( |
The accompanying notes are an integral part of these unaudited condensed financial statements
Page 6
HST GLOBAL, INC.
Condensed Statements of Cash Flows
(Unaudited)
For the Three Months Ended March 31,2023 |
| For the Three Months Ended March 31, 2022 | |
Operating Activities |
|
|
|
Net loss | $( |
| $( |
Adjustments to reconcile net loss to net cash |
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
| |
Accounts payable and accrued expenses |
| ||
Accounts payable and accrued expenses-related parties |
| ||
Accrued related party interest |
| ||
Net Cash Used in Operating Activities | ( |
| ( |
|
|
|
|
Investing Activities |
|
|
|
Net Cash Used in Investing Activities |
| ||
|
|
|
|
Financing Activities |
|
|
|
Proceeds from notes payable - related party |
| ||
Net Cash Provided by Financing Activities |
| ||
|
|
|
|
Net Change in Cash | ( |
| ( |
|
|
|
|
Cash at Beginning of Period |
| ||
|
|
|
|
Cash at End of Period | $ |
| $ |
|
|
|
|
Supplemental Disclosures of Cash Flow Information: |
|
|
|
Cash paid for interest | $ |
| $ |
Cash paid for taxes | $ |
| $ |
The accompanying notes are an integral part of these unaudited condensed financial statements
Page 7
HST GLOBAL, INC.
Notes to Condensed Financial Statements (Unaudited)
March 31, 2023
NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES
HST Global, Inc. (the "Company") was incorporated on April 11, 1984 under the laws of the State of Delaware under the name of NT Holding Corporation. The Company has made several acquisitions and disposals of various business entities and activities. On May 9, 2008, the Company entered into a Merger and share exchange agreement with Health Source Technologies, Inc. This business acquisition has been accounted for as a reverse merger or recapitalization of Health Source Technologies, Inc. At the time of the merger NT Holding Corporation had disposed of its assets and liabilities and had minimal operations. Immediately after the acquisition the Company changed its name to HST Global, Inc. Health Source Technologies, Inc. was incorporated under the laws of the State of Nevada on August 6, 2007. The Company is currently headquartered in Hampton, Virginia.
HST Global, Inc. was founded as an Integrated Health and Wellness Biotechnology company with a plan to develop and /or acquire a network of Wellness Centers worldwide that would be primarily focused on the homeopathic and alternative treatment of late stage cancer.
To date we have been unable to initiate our original business plan. While we are continuing to seek opportunities to do so, we are also seeking other opportunities to integrate assets, rights, or other potential revenue streams.
The accompanying interim financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, do not include all information and footnotes necessary for a complete presentation of the Company’s financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The unaudited quarterly financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K of the Company as of and for the fiscal year ended December 31, 2022. The results of operations for the period ended March 31, 2023, are not necessarily indicative of the results for a full-year period.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements and related notes include the activity of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the SEC to Form 10-K and 10-Q.
Accounting Method
The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Page 8
Cash and Cash Equivalents
We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.
Basic and Diluted Income (Loss) Per Share
The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. The Company computes net income (loss) per share in accordance with ASC 260, “Earnings Per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
Stock-Based Compensation
The Company adopted ASC 718, “Stock Compensation”, upon inception at August 6, 2007. Under ASC 718, all share-based payments to employees, including grants of employee stock options, are to be recognized in the income statement based on their fair values. As of March 31, 2023, the Company has not issued any employer stock options.
Fair Value of Financial Instruments
The Company adopted ASC 820, “Fair Value Measurement”, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under this standard certain assets and liabilities must be measured at fair value, and disclosures are required for items measured at fair value.
The Company currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis.
Recently Issued Accounting Pronouncements
Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
NOTE 3 – GOING CONCERN
The Company’s financial statements are prepared using U.S. GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern for a period of one year from the issuance of these financial statements. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
Page 9
Management’s plan to support the Company in its operations and to maintain its business strategy is to raise funds through public offerings and to rely on officers and directors to perform essential functions with minimal compensation. If the Company does not raise all of the money it needs from public offerings, it will have to find alternative sources, such as a second public offering, a private placement of securities, or loans from its officers, directors or others. If the Company requires additional cash and is unable to raise it, it will either have to suspend operations until the cash is raised, or cease business entirely.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 – RELATED PARTY TRANSACTIONS
Notes Payable – Related Parties
Executive Offices
The Company’s executive offices are located at 150 Research Dr., Hampton VA. These offices are leased by The Health Network, Inc. (“HTN”), of which Ron Howell is President.
Consulting Agreements
NOTE 5 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events”, Company management reviewed all material events through the date of this report and determined that there are no other subsequent events requiring recognition or disclosure.
Page 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the information contained in the condensed financial statements of the Company and the notes thereto appearing elsewhere herein. As used in this report, the terms "Company", "we", "our", "us" and "HSTC" refer to HST Global, Inc.
Preliminary Note Regarding Forward-Looking Statements
This quarterly report contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "HSTC believes," "management believes" and similar language. The forward-looking statements are based on the current expectations of HSTC and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report. The actual results may differ materially from results anticipated in these forward-looking statements. We base the forward-looking statements on information currently available to us, and we assume no obligation to update them. Investors are also advised to refer to the information in our filings with the Securities and Exchange Commission, especially on Forms 10-K, 10-Q and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks and uncertainties or potentially inaccurate assumptions.
Critical Accounting Policies and Estimates
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("US GAAP"). US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Results of Operations – The Three Months Ended March 31, 2023 as Compared to the Three Months Ended March 31, 2022
The Company had no revenues or costs of sales during 2023 or 2022. The Company realized net loss from operations of $38,075 for the quarter ended March 31, 2023 as compared to a net loss of $37,333 for the quarter ended March 31, 2022. The decrease in net loss from operations of $742 for the 1st quarter of 2023 is attributable to a slight decrease in G&A expenses offset by a slight increase in interest expense.
Liquidity and Capital Resources
Operating Activities.
Our cash balance as of March 31, 2023 was $115, with a cash balance of $127 on March 31, 2022.
Page 11
Financing Activities.
The Company has paid for its operations through proceeds of $21,000 during 2022 from related party notes payable. In the three months ended March 31, 2023 the Company received advances in the form of loans from related parties in an amount of $8,000.
The Company does not currently have sufficient capital in its accounts, nor sufficient firm commitments for capital to assure its ability to meet its current obligations or to continue its planned operations. The Company is continuing to pursue working capital and additional revenue through the seeking of the capital it needs to carry on its planned operations. There is no assurance that any of the planned activities will be successful.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Interim Chief Financial Officer (the "Certifying Officer") maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of management, the Certifying Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange Act) within 45 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officer concluded that our disclosure controls and procedures are not effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings with the SEC.
Changes in Internal Controls
During the Quarter ended March 31, 2023, there were no changes made to our internal controls over financial reporting that are reasonably likely to affect the reliability of those controls, or the accuracy of our financial reporting.
Page 12
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following exhibits are filed as part of this quarterly report on Form 10-Q:
Exhibit No. |
| Description |
31.1 |
| Certification by the Chief Executive Officer of Competitive Technologies, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). |
31.2 |
| Certification by the Chief Financial Officer of Competitive Technologies, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). |
32.1 |
| Certification by the Chief Executive Officer of Competitive Technologies, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). |
32.2 |
| Certification by the Chief Financial Officer of Competitive Technologies, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). |
101 |
| Interactive Data Files |
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.
Dated: May 04, 2023 |
| HST GLOBAL, INC. | |
|
| (the registrant) | |
|
|
| |
|
| By: | \s\ Ron Howell |
|
| Ron Howell | |
|
| Chief Executive Officer | |
|
| Interim Chief Financial Officer | |
Page 13
Exhibit 31.1
CERTIFICATIONS
I, Ron Howell certify that:
1.I have reviewed this Report on Form 10-Q of HST Global, Inc. (the “Company”) for the period ending March 31, 2023;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
Dated: May 12, 2023 |
| By: | \s\ Ron Howell |
|
| Ron Howell | |
|
| Chief Executive Officer | |
Exhibit 31.2
CERTIFICATIONS
I, Ron Howell, certify that:
1.I have reviewed this Report on Form 10-Q of HST Global, Inc. (the “Company”) for the period ending March 31, 2023;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
Dated: May 12, 2023 |
| By: | \s\ Ron Howell |
|
| Ron Howell | |
|
| Interim Chief Financial Officer | |
Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. 1350)
In connection with the Report of HST Global, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ron Howell, Chief Executive Officer and Chairman of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to my knowledge:
1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 12, 2023 |
| By: | \s\ Ron Howell |
|
| Ron Howell | |
|
| Chief Executive Officer | |
Exhibit 32.2
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. 1350)
In connection with the Report of HST Global, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ron Howell, Interim Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to my knowledge:
1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 12, 2023 |
| By: | \s\ Ron Howell |
|
| Ron Howell | |
|
| Interim Chief Financial Officer | |
Condensed Balance Sheets - USD ($) |
Mar. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Current Assets | ||
| Cash and cash equivalents | $ 115 | $ 190 |
| Total Current Assets | 115 | 190 |
| Total Assets | 115 | 190 |
| Current Liabilities | ||
| Accounts payable and accrued expenses | 0 | 0 |
| Accounts payable and accrued expenses - related parties | 392,275 | 362,275 |
| Loans or advances from related party | 84,077 | 76,077 |
| Accrued related party interest | 8,906 | 7,695 |
| Total Current Liabilities | 485,258 | 446,047 |
| Total Liabilities | 485,258 | 446,047 |
| Stockholders' Deficit | ||
| Preferred stock; 10,000,000 shares authorized, at $0.001 par value, 0 shares issued and outstanding at March 31, 2023 and December 31, 2022 | 0 | 0 |
| Common stock; 200,000,000 shares authorized, at $0.001 par value, 5,248,582 shares issued and outstanding at March 31, 2023 and December 31, 2022 | 5,248 | 5,248 |
| Additional paid-in capital | 5,417,236 | 5,417,236 |
| Accumulated deficit | (5,907,627) | (5,868,341) |
| Total Stockholders' Deficit | (485,143) | (445,857) |
| Total Liabilities and Stockholders' Deficit | $ 115 | $ 190 |
Condensed Consolidated Statements of Operations - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
| Condensed Consolidated Statements of Operations | ||
| REVENUES | $ 0 | $ 0 |
| OPERATING EXPENSES | ||
| Consulting, related party | 30,000 | 30,000 |
| General and administrative | 8,075 | 7,333 |
| Total Operating Expenses | 38,075 | 37,333 |
| Net Loss from Operations | (38,075) | (37,333) |
| OTHER INCOME (EXPENSE) | ||
| Interest expense | 1,211 | 881 |
| Total Other Expense | (1,211) | (881) |
| Loss Before Income Taxes | (39,286) | (38,214) |
| Provision for Income Taxes | 0 | 0 |
| NET LOSS | $ (39,286) | $ (38,214) |
| Loss Per Share: Basic and Diluted | $ (0.01) | $ (0.01) |
| Weighted Average Shares Outstanding: Basic and Diluted - Common | 5,248,582 | 5,248,582 |
Condensed Consolidated Statements of Stockholders' Deficit - USD ($) |
Common Stock |
Additional Paid-in Capital |
Retained Earnings |
Parent |
|---|---|---|---|---|
| Balance, December 31, 2021 | $ 5,248 | $ 5,417,236 | $ (5,574,908) | $ (152,424) |
| Balance, March 31, 2022 | 5,248 | 5,417,236 | (5,574,908) | (152,424) |
| Net loss | 0 | 0 | (38,214) | (38,214) |
| Balance, December 31, 2022 at Dec. 31, 2021 | 5,248 | 5,417,236 | (5,574,908) | (152,424) |
| Balance, March 31, 2023 at Mar. 31, 2022 | 5,248 | 5,417,236 | (5,613,648) | (191,164) |
| Balance, December 31, 2021 | 5,248 | 5,417,236 | (5,613,648) | (191,164) |
| Balance, March 31, 2022 | 5,248 | 5,417,236 | (5,613,648) | (191,164) |
| Balance, December 31, 2021 | 5,248 | 5,417,236 | (5,868,341) | (445,857) |
| Balance, March 31, 2022 | 5,248 | 5,417,236 | (5,868,341) | (445,857) |
| Net loss | 0 | 0 | (39,286) | (39,286) |
| Balance, December 31, 2022 at Dec. 31, 2022 | 5,248 | 5,417,236 | (5,868,341) | (445,857) |
| Balance, March 31, 2023 at Mar. 31, 2023 | 5,248 | 5,417,236 | (5,907,627) | (485,143) |
| Balance, December 31, 2021 | 5,248 | 5,417,236 | (5,907,627) | (485,143) |
| Balance, March 31, 2022 | $ 5,248 | $ 5,417,236 | $ (5,907,627) | $ (485,143) |
Condensed Consolidated Statements of Cash Flows - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
| Operating Activities | ||
| Net loss | $ (39,286) | $ (38,214) |
| Changes in operating assets and liabilities | ||
| Accounts payable and accrued expenses | 0 | 235 |
| Accounts payable and accrued expenses-related parties | 30,000 | 30,000 |
| Accrued related party interest | 1,212 | 881 |
| Net Cash Used in Operating Activities | (8,075) | (7,098) |
| Investing Activities | ||
| Net Cash Used in Investing Activities | 0 | 0 |
| Financing Activities | ||
| Proceeds from notes payable - related party | 8,000 | 7,000 |
| Net Cash Provided by Financing Activities | 8,000 | 7,000 |
| Net Change in Cash | (75) | (98) |
| Cash at Beginning of Period | 190 | 225 |
| Cash at End of Period | 115 | 127 |
| Cash paid for interest | 0 | 0 |
| Cash paid for taxes | $ 0 | $ 0 |
NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES |
3 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Notes | |
| NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES | NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES HST Global, Inc. (the "Company") was incorporated on April 11, 1984 under the laws of the State of Delaware under the name of NT Holding Corporation. The Company has made several acquisitions and disposals of various business entities and activities. On May 9, 2008, the Company entered into a Merger and share exchange agreement with Health Source Technologies, Inc. This business acquisition has been accounted for as a reverse merger or recapitalization of Health Source Technologies, Inc. At the time of the merger NT Holding Corporation had disposed of its assets and liabilities and had minimal operations. Immediately after the acquisition the Company changed its name to HST Global, Inc. Health Source Technologies, Inc. was incorporated under the laws of the State of Nevada on August 6, 2007. The Company is currently headquartered in Hampton, Virginia. HST Global, Inc. was founded as an Integrated Health and Wellness Biotechnology company with a plan to develop and /or acquire a network of Wellness Centers worldwide that would be primarily focused on the homeopathic and alternative treatment of late stage cancer. To date we have been unable to initiate our original business plan. While we are continuing to seek opportunities to do so, we are also seeking other opportunities to integrate assets, rights, or other potential revenue streams. The accompanying interim financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, do not include all information and footnotes necessary for a complete presentation of the Company’s financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The unaudited quarterly financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K of the Company as of and for the fiscal year ended December 31, 2022. The results of operations for the period ended March 31, 2023, are not necessarily indicative of the results for a full-year period. |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES |
3 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Notes | |
| NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements and related notes include the activity of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the SEC to Form 10-K and 10-Q. Accounting Method The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Basic and Diluted Income (Loss) Per Share The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. The Company computes net income (loss) per share in accordance with ASC 260, “Earnings Per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Stock-Based Compensation The Company adopted ASC 718, “Stock Compensation”, upon inception at August 6, 2007. Under ASC 718, all share-based payments to employees, including grants of employee stock options, are to be recognized in the income statement based on their fair values. As of March 31, 2023, the Company has not issued any employer stock options. Fair Value of Financial Instruments The Company adopted ASC 820, “Fair Value Measurement”, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under this standard certain assets and liabilities must be measured at fair value, and disclosures are required for items measured at fair value. The Company currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis. Recently Issued Accounting Pronouncements Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
NOTE 3 - GOING CONCERN |
3 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Notes | |
| NOTE 3 - GOING CONCERN | NOTE 3 – GOING CONCERN The Company’s financial statements are prepared using U.S. GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern for a period of one year from the issuance of these financial statements. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. Management’s plan to support the Company in its operations and to maintain its business strategy is to raise funds through public offerings and to rely on officers and directors to perform essential functions with minimal compensation. If the Company does not raise all of the money it needs from public offerings, it will have to find alternative sources, such as a second public offering, a private placement of securities, or loans from its officers, directors or others. If the Company requires additional cash and is unable to raise it, it will either have to suspend operations until the cash is raised, or cease business entirely. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
NOTE 4 - RELATED PARTY TRANSACTIONS |
3 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Notes | |
| NOTE 4 - RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS Notes Payable – Related Parties During the quarter ended March 31, 2023, the Company received $8,000 in additional cash loans from Ronald R. Howell. Executive Offices The Company’s executive offices are located at 150 Research Dr., Hampton VA. These offices are leased by The Health Network, Inc. (“HTN”), of which Ron Howell is President. THN allows the Company to use the office space without a formal sublease or rental agreement. Consulting Agreements The Company has entered into a consulting agreement with Mr. Howell, President of the Company, whereby the Company agreed to pay Mr. Howell $10,000 per month for consulting services through December 31, 2010. The Company had agreed to continue to engage Mr. Howell as a consultant until his consulting services are no longer required. As of December 31, 2022, the Company owed Mr. Howell $360,000 under the consulting agreement. As of March 31, 2023, the Company owed Mr. Howell $390,000 under the consulting agreement. |
NOTE 5 - SUBSEQUENT EVENTS |
3 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Notes | |
| NOTE 5 - SUBSEQUENT EVENTS | NOTE 5 – SUBSEQUENT EVENTS In accordance with ASC 855, “Subsequent Events”, Company management reviewed all material events through the date of this report and determined that there are no other subsequent events requiring recognition or disclosure.
|
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Policies) |
3 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Policies | |
| Basis of Presentation | Basis of Presentation The accompanying financial statements and related notes include the activity of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the SEC to Form 10-K and 10-Q. |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Accounting Method (Policies) |
3 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Policies | |
| Accounting Method | Accounting Method The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end. |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies) |
3 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Policies | |
| Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies) |
3 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Policies | |
| Cash and Cash Equivalents | Cash and Cash Equivalents We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Income (Loss) Per Share (Policies) |
3 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Policies | |
| Basic and Diluted Income (Loss) Per Share | Basic and Diluted Income (Loss) Per Share The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. The Company computes net income (loss) per share in accordance with ASC 260, “Earnings Per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Stock-Based Compensation (Policies) |
3 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Policies | |
| Stock-Based Compensation | Stock-Based Compensation The Company adopted ASC 718, “Stock Compensation”, upon inception at August 6, 2007. Under ASC 718, all share-based payments to employees, including grants of employee stock options, are to be recognized in the income statement based on their fair values. As of March 31, 2023, the Company has not issued any employer stock options. |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Financial Instruments (Policies) |
3 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Policies | |
| Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company adopted ASC 820, “Fair Value Measurement”, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under this standard certain assets and liabilities must be measured at fair value, and disclosures are required for items measured at fair value. The Company currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis. |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Recently Issued Accounting Pronouncements (Policies) |
3 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Policies | |
| Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2023 |
Dec. 31, 2022 |
|
| Loans or advances from related party | $ 84,077 | $ 76,077 |
| Notes Payable - Related Parties | ||
| Related Party Transaction, Description of Transaction | During the quarter ended March 31, 2023, the Company received $8,000 in additional cash loans from Ronald R. Howell. | |
| Increase (Decrease) in Due to Related Parties | $ 8,000 | |
| Executive Offices | ||
| Related Party Transaction, Description of Transaction | THN allows the Company to use the office space without a formal sublease or rental agreement. | |
| Howell Consulting Agreement | ||
| Related Party Transaction, Description of Transaction | The Company has entered into a consulting agreement with Mr. Howell, President of the Company, whereby the Company agreed to pay Mr. Howell $10,000 per month for consulting services | |
| Loans or advances from related party | $ 390,000 | $ 360,000 |
.-99JXRULW<+N34EPXS;N:O.OH\EWFGT$NTJ
MC+- IJGI^7:WG9CC9E"\IC?CEAMF)?D5*,P9VNV<'$5@FQ'6!&2J,#;N#?$0
M"LN"ISY:G\#GN3&T#7R!]G]D]!=02P,$% @ /&6L5H56Y./" @ \@4
M !D !X;"]W;W)K