UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2011
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from to
Commission file number 000-15303
HST GLOBAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 73-1215433
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(State or other jurisdiction of (I. R. S. Employer Identification No.)
incorporation or organization)
150 Research Drive, Hampton, VA 23666
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number 757-766-6100
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n/a
(Former name, former address and former fiscal year, if changed since last
report)
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. Yes [x] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
(Do not check if a smaller reporting company)
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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 March
31, 2011 was 28,719,854 shares.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Operations and Comprehensive
Income 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion & Analysis of Financial Condition and
Results of operations 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk 13
Item 4. Controls and Procedures 13
PART II - OTHER INFORMATION 14
Item 1. Legal Proceedings 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
Item 3. Defaults Upon Senior Securities 14
Item 4. (Removed and Reserved) 14
Item 5. Other Information 14
Item 6. Exhibit 14
Signatures 15
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Page 2
HST GLOBAL INC. AND SUBSIDIARIES
(a Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2011 (UNAUDITED) AND DECEMBER 31, 2010
MARCH 31, DECEMBER 31,
2011 2010
------------ --------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 722 $ 560
Property, plant and equipment, net of
accumulated depreciation 366 488
------------ --------------
TOTAL ASSETS $ 1,088 $ 1,049
============ ==============
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 61,571 $ 65,300
Accounts payable and accrued expenses -
related parties 369,996 614,996
Deposits - Shareholder 200,000 200,000
Advances from Shareholder 570,341 569,741
Note payable - related party 409,800 396,000
------------ --------------
Total Current Liabilities $ 1,611,708 $ 1,846,037
STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred stock; 5,000,000 shares authorized;
$.001 par value; 1,000,000 shares issued and
none outstanding - -
Capital stock, $.001 par value; 100,000,000
shares authorized; 36,719,854 shares issued
and outstanding at March 31, 2011; 28,719,854
shares issued and outstanding at December
31, 2010 36,720 28,720
Additional paid-in capital 2,263,952 1,951,952
Deficit accumulated during the development stage (3,911,292) (3,825,660)
------------ --------------
Total Stockholders' Equity (Deficiency) $(1,610,620) $ (1,844,988)
------------ --------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY/(DEFICIT) $ 1,088 $ 1,049
============ ==============
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The Accompanying Notes are an Integral Part of these Financial Statement
F-3
HST GLOBAL, INC. AND SUBSIDIARIES
(a Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010 AND
THE PERIOD FROM THE DATE OF INCEPTION (AUGUST 6, 2007) TO MARCH 31, 2011
(unaudited)
FROM DATE
OF INCEPTION
THREE MONTHS ENDED (AUGUST 6, 2007)
MARCH 31, TO MARCH 31,
2011 2010 2011
----------- ----------- --------------
REVENUES $ - $ - $ -
COST OF SALES - - -
----------- ----------- --------------
GROSS PROFIT - - -
OPERATING EXPENSES:
Selling and distribution expenses - - -
Salaries - - 176,031
Consulting 30,500 120,000 1,992,500
General and administrative expenses 55,132 90,742 1,561,261
----------- ----------- --------------
TOTAL OPERATING EXPENSES 85,632 210,742 3,729,792
----------- ----------- --------------
NET (LOSS) FROM OPERATIONS (85,632) (210,742) (3,729,792)
OTHER EXPENSES:
Interest expense - 13,507 142,372
----------- ----------- --------------
TOTAL OTHER EXPENSES - 13,507 142,372
----------- ----------- --------------
NET (LOSS) $ (85,632) $ (224,249) $ (3,872,164)
=========== =========== ==============
NET INCOME (LOSS) PER SHARE:
BASIC AND DILUTED - COMMON $ (0.00) $ (0.01)
=========== ===========
WEIGHTED AVERAGE SHARES
OUTSTANDING: BASIC AND
DILUTED - COMMON 34,053,187 28,419,854
=========== ===========
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The Accompanying Notes are an Integral Part of these Financial Statement
F-4
HST GLOBAL, INC. AND SUBSIDIARIES
(a Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010 AND
THE PERIOD FROM THE DATE OF INCEPTION (AUGUST 6, 2007) TO MARCH 31, 2011
(unaudited)
FROM DATE OF INCEPTION
THREE MONTHS ENDED (AUGUST 6, 2007) TO
MARCH 31, MARCH 31,
2011 2010 2011
----------- ----------- ----------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (85,632) $ (324,113) $ (3,872,164)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 123 243 2,551
Common stock issued for services - - 150,390
Changes in operations-assets and liabilities:
Note payable - related parties - - 196,000
Accounts payable and accrued expenses - related parties 75,000 1,021,006
Accounts payable and accrued expenses (3,729) 141,794 61,571
----------- ----------- ----------------------
NET CASH USED IN OPERATING ACTIVITIES (14,238) (182,076) (2,440,646)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment - - (2,917)
Acquisition cost - - -
----------- ----------- ----------------------
NET CASH USED IN INVESTING ACTIVITIES - - (2,917)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock - 100,000 1,226,750
Deposits from shareholders - - 450,000
Proceeds from notes payable - related parties 13,800 - 213,800
Advances from shareholders 600 81,300 570,331
Effect of merger adjustment - - (16,596)
----------- ----------- ----------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 14,400 181,300 2,444,285
----------- ----------- ----------------------
NET INCREASE (DECREASE) IN CASH 162 (776) 722
CASH AT BEGINNING PERIOD 560 (776) -
----------- ----------- ----------------------
CASH AT END OF PERIOD $ 722 $ - $ 722
=========== =========== ======================
Cash paid for interest $ - $ -
=========== ===========
Cash paid for taxes $ - $ -
============ ===========
NON-CASH FINANCING ACTIVITIES:
Common stock issued for services $ - $ - $ 150,390
Common stock issued for payment of accrued expenses $ 320,000 $ - $ 651,000
Common stock issued for deposits $ - $ - $ 250,000
The Accompanying Notes are an Integral Part of these Financial Statements
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F-5
HST GLOBAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2011
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements of HST Global, Inc. and subsidiaries (the
"Company") have been prepared in accordance with generally accepted accounting
principles for financial information and pursuant to the requirements for
reporting on Form 10-Q. Accordingly they do not include all the information and
footnotes required by accounting principles generally accepted in the United
States of American for complete financial statements. However, such information
reflects all adjustments (consisting of normal recurring adjustments), which
are, in the opinion of management, necessary for the fair presentation of the
consolidated financial position and the consolidated results of operations.
Results shown for interim periods are not necessarily indicative of the results
to be obtained for a full year. The consolidated balance sheet information as of
March 31, 2011 was derived from the audited consolidated financial statements
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2010. These interim financial statements should be read in conjunction with
that report.
The consolidated financial statements include the accounts of the Company and
Health Source Technologies, Inc (a wholly owned subsidiary).
NOTE 2 - NATURE AND PURPOSE OF BUSINESS
HST Global, Inc. (the Company) 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. is an Integrated Health and Wellness company that is
developing and / or acquiring a network of Wellness Centers worldwide that are
primarily focused on the immunotherapy and alternative treatment of late stage
cancer. In addition, the company intends to acquire innovative products for the
treatment of late stage cancer. In this regard, the company primarily focuses on
homeopathic and alternative product candidates that are undergoing or have
already completed significant clinical testing for the treatment of late stage
cancer.
HST Global, Inc. is an integrated Health and Wellness Biotechnology company that
is developing and/or acquiring a network of Wellness Centers worldwide with the
primary focus on homeopathic and alternative treatments of late stage cancer and
other life threatening diseases. In addition, the Company intends to acquire
innovative products for the treatment of life threatening diseases. The Company
primarily focuses on homeopathic and alternative product candidates that are
undergoing or have already completed significant clinical testing for the
treatment of late stage cancer and/or life threatening diseases
NOTE 3 - NATURE OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The company considers all highly liquid debt instruments purchased with maturity
of three months or less to be cash equivalents.
REVENUE RECOGNITION
The company considers revenue to be recognized at the time the service is
performed.
F-6
USE OF ESTIMATES
The preparation of the Company's financial statements required management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these
estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's short-term financial instruments consist of cash and cash
equivalents and accounts payable. The carrying amounts of these financial
instruments approximate fair value because of their short-term maturities.
Financial instruments that potentially subject the Company to a concentration of
credit risk consist principally of cash. During the year the Company did not
maintain cash deposits at financial institution in excess of the $250,000 limit
covered by the Federal Deposit Insurance Corporation. The Company does not hold
or issue financial instruments for trading purposes nor does it hold or issue
interest rate or leverage derivative financial instruments.
EARNINGS PER SHARE
Basic Earnings per Share ("EPS") is computed by dividing net income available to
common stockholders by the weighted average number of common stock shares
outstanding during the year. Diluted EPS is computed by dividing net income
available to common stockholders by the weighted-average number of common stock
shares outstanding during the year plus potential dilutive instruments such as
stock options and warrants. The effect of stock options on diluted EPS is
determined through the application of the treasury exercises that are
hypothetically used to repurchase the Company's common stock at the average
market price during the period. Loss per share is unchanged on a diluted basis
since the assumed exercise of common stock equivalents would have an
anti-dilutive effect.
INCOME TAXES
The Company uses the asset and liability method of accounting for income. This
method requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of temporary differences between the carrying
amounts and the tax basis of certain assets and liabilities. Deferred income tax
assets and liabilities are computed annually for the difference between the
financial statement and tax bases of assets and liabilities that will result in
taxable or deductible amounts in the future, based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized. Income tax expense is
the tax payable or refundable for the period, plus or minus the change during
the period in deferred tax assets and liabilities.
Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classification of the assets and liabilities to which they
relate. Deferred taxes arising from temporary differences that are not related
to an asset or liability are classified as current or non-current depending on
the periods in which the temporary differences are expected to reverse. The
Company had no significant deferred tax items arise during any of the period
presented.
CONCENTRATION OF CREDIT RISK
The Company does not have any concentration of related financial credit risk.
F-7
RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact to its financial statements.
NOTE 4 - REVERSE MERGER, ACQUISITION AND BUSINESS DISPOSAL
On May 9, 2008, the Company entered into a merger and share exchange agreement
with NT Holding Corp. NT Holding Corp was incorporated on April 11, 1984 under
the laws of the State of Delaware. NT Holding Corp since its inception has been
involved in various business operations including mining and the development of
mineral properties. At the time of the merger and share exchange agreement, NT
Holding had disposed of its operation assets and previous operations and was
considered a development stage company.
This business acquisition has been accounted for as a reverse merger
(recapitalization) with Health Source Technologies, Inc. deemed to be the
accounting acquirer and NT Holding Corp deemed to be the legal acquirer.
Accordingly, the historical financial information statements presented herein
are those of Health Source Technologies, Inc. The accumulated deficit of the
accounting acquirer has been carried forward after the acquisition as well as
its assets and liabilities. Operations prior to the business combination are
those of the acquirer. In conjunction with this business combination, the Board
of Directors approved a 25 for 1 reverse split of the Company's common stock.
The stock splits have been applied retroactively in the financial statements as
if the split had occurred at the inception of the company.
NOTE 5 - STOCKHOLDERS EQUITY
The Company completed a business combination with Health Source Technologies
Inc. on May 9, 2008 (see Note 3). In conjunction with this acquisition the Board
of Directors approved a 25 for 1 reverse split of the Company's common stock.
Prior to the acquisition the Company had 30,039,203 shares of common stock
outstanding. The issuance of the 66,000,000 new shares of common stock to
facilitate the business combination gave the company a total of 96,039,203
shares outstanding immediately before the stock split. After the stock split
there were 4,041,568 shares outstanding. In addition, the post-acquisition
equity structure was to reflect a 95% ownership by the shareholders of Health
Source Technologies, Inc. In order to facilitate this structure, an additional
99,744,800 pre-split shares were issued and delivered to HST shareholders once
sufficient authorized capital was available. On December 31, 2008, 3,989,792
post split shares were issued. On December 31, 2008, 3,989,792 post split shares
were issued to Ron Howell, an officer and shareholder of the Company and Eric
Clemons, a shareholder of the Company to complete the terms of the acquisition
agreement. These shares have been retroactively reported in the financial
statements as being issued in conjunction with the acquisition that occurred on
May 5, 2008.
As part of the consideration for this business combination there were also
1,000,000 shares of preferred stock issued which where convertible into 16.2
(post split) shares of the company's common stock. These preferred shares were
converted into 16,200,000 shares of common stock.
The Company has received $1,049,000 from various persons and companies as
deposits that were being held by the company in the anticipation of fulfilling a
common stock subscription agreement. On August 20, 2008 the Company issued
839,200 shares of its common stock at a purchase price of $1.25 per share. Also,
on August 20, 2008 the company issued 15,000 shares of common stock in exchange
for legal services rendered to the company. The shares were valued at $9.50 per
share which was the trading price of the shares on the date the shares were
issued.
F-8
On October 28, 2008, the company received $250,000 from an investor for working
capital. This transaction was initially reported as a deposit from shareholder.
On June 9, 2009 the Company issued 200,000 shares at a price of $1.25 per share.
This issuance was completed in accordance with Section 4(2) of the Securities
Act in an offering without any public offering or distribution. These shares are
restricted securities and include an appropriate restrictive legend.
On February 20, 2009, the company received $75,000 from an investor for the
purchase of common stock. This investor was issued 60,000 shares, at a price of
$1.25 per share. This issuance was completed in accordance with Section 4(2) of
the Securities Act in an offering without any public offering or distribution.
These shares are restricted securities and include an appropriate restrictive
legend.
On March 16, 2009, the company received $25,000 from an investor for the
purchase of common stock. This investor was issued 20,000 shares, at a price of
$1.25 per share. This issuance was completed in accordance with Section 4(2) of
the Securities Act in an offering without any public offering or distribution.
These shares are restricted securities and include an appropriate restrictive
legend.
On June 9, 2009, the company received $50,000 from an investor for the purchase
of common stock. This investor was issued 40,000 shares, at a price of $1.25 per
share. This issuance was completed in accordance with Section 4(2) of the
Securities Act in an offering without any public offering or distribution. These
shares are restricted securities and include an appropriate restrictive legend.
On June 9, 2009, the company received $26,250 from an investor for the purchase
of common stock. This investor was issued 21,000 shares, at a price of $1.25 per
share. This issuance was completed in accordance with Section 4(2) of the
Securities Act in an offering without any public offering or distribution. These
shares are restricted securities and include an appropriate restrictive legend.
On June 10, 2009 the company issued 5,000 shares of common stock in exchange for
services rendered to the company. The shares were valued at $1.27 per share
which was the trading price of the shares on the date the shares were issued.
On July 15, 2009 the company issued 2,000 shares of common stock in exchange for
services rendered to the company. The shares were valued at $.82 per share which
was the trading price of the shares on the date the shares were issued.
On January 20, 2010 the Company issued 1,714,286 shares of common stock to Ron
Howell as payment for consulting services performed during 2009. The shares
were valued at $.07 per share. This issuance was completed in accordance with
Section 4(2) of the Securities Act in an offering without any public offering or
distribution. These shares are restricted securities and include an appropriate
restrictive legend.
On January 20, 2010 the Company issued 1,471,429 shares of common stock to Eric
Clemons as payment for consulting services performed during 2009. The shares
were valued at $.07 per share. This issuance was completed in accordance with
Section 4(2) of the Securities Act in an offering without any public offering or
distribution. These shares are restricted securities and include an appropriate
restrictive legend.
On April 23, 2010 the Company issued 150,000 shares of common stock in exchange
for services rendered to the Company. The shares were valued at $.50 per share
which was the trading price of the Shares on the date the shares were issued.
F-9
On May 20, 2010 the Company issued 150,000 shares of common stock in exchange
for services rendered to the Company. The shares were valued at $.22 per share
which was the trading price of the shares on the date the shares were issued.
On February 2, 2011 the Company issued 1,000,000 shares of common stock to
Ronald Howell as payment for consulting services performed during 2010. The
shares were valued at $.04 per share. This issuance was completed in accordance
with Section 4(2) of the Securities Act in an offering without any public
offering or distribution. These shares are restricted securities and include an
appropriate restrictive legend.
On February 2, 2011 the Company issued 7,000,000 shares of common stock in
exchange for debt owed during 2010. The shares were valued at $.04 per share.
This issuance was completed in accordance with Section 4(2) of the Securities
Act in an offering without any public offering or distribution. These shares
are restricted securities and include an appropriate restrictive legend.
NOTE 6 - ACCOUNTS PAYABLE AND ACCURED EXPENSES - RELATED PARTIES
Accounts payable and accrued expenses consist of the following at March 31, 2011
and December 31, 2010.
3/31/2011 12/31/2010
---------- -----------
The Health Network, Inc. $ 49,499 $ 284,498
Ronald Howell 153,770 163,770
Eric Clemons 166,727 166,727
---------- -----------
Total $ 369,996 $ 614,996
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NOTE 7 - SHAREHOLDER DEPOSITS
During July and August of 2009, the company received a total of $200,000 from an
investor as a deposit for the purchase of common stock. This transaction has
been reported as shareholder deposits on the company's financial statements.
NOTE 8 - NOTES PAYABLE - RELATED PARTIES
In connection with the reverse acquisition described in note 3 to the financial
statements, the Company agreed to pay the former shareholders of the target
company the sum of $100,000. This note does carry an interest amount and is
repayable upon demand by the holder of the note. Although the note does not
carry a stated interest rate, there is a provision that the Company would owe an
additional $50,000 if the note was note paid by a certain date or upon demand by
the holder of the note. The Company did not repay the note by the due date and
has accrued an additional $50,000 owed under the terms of the note. Management
of the Company disputes the amount owed under this note and is currently
assessing the legal issues surrounding this obligation.
On November 25, 2009, the Company entered into an agreement with a shareholder
of the Company. Under terms of this agreement, the Company received $200,000
from this individual in exchange for the issuance of a promissory note in the
principal amount of $200,000 and 200,000 shares of the Company's common stock.
Under the terms of the promissory note, the Company is obligated to repay the
principal amount of the note together with $20,000 interest on or before March
15, 2010.
F-10
As of December 31, 2010, the Company had not issued the shares of common stock.
The Company has accrued interest in the amount of $46,000 owed under the terms
of this agreement. The Company recorded interest in the amount of $26,000 which
represents the 200,000 shares of common stock valued at $.13 per share which was
the trading price of the Company's common stock on the date the agreement was
executed by the Company. The Company has also accrued an additional $20,000 as
interest owed at December 31, 2010 based upon the terms of the promissory note.
No additional interest has been accrued under this note for the quarter ended
March 31, 2011.
The company has not repaid this note and there is no provision for additional
interest once the note is in default. This note was guaranteed by a former
consultant of the Company. The Company disputes the amount owed under this note
and is currently assessing the legal issues surrounding this obligation.
NOTE 9 - ADVANCES FROM SHAREHOLDER
Mr. Howell has advanced $399,800 to the Company to assist with working capital
needs. These advances accrue interest at a rate of six percent (6%) per annum
of the unpaid balance. At March 31, 2011 the Company owes Mr. Howell the
amount of $431,467 which includes accrued interest in the amount of $31,667.
Mr. Clemons has advanced $124,335 to the Company loans to assist with working
capital needs. These advances accrue interest at a rate of six percent (6%) per
annum of the unpaid balance. At March 31, 2011 the Company has recognized a
liability to Mr. Clemons in the amount of $138,874 which includes accrued
interest in the amount of $14,539.
The Company disputes the amount that is owed to Mr. Clemons and is currently
assessing the legal issues concerning this obligation.
NOTE 10 - RELATED PARTY TRANSACTIONS
EXECUTIVE OFFICES
The Company's executive offices are located at 150 Research Dr., Hampton VA.
These offices are leased by The Health Network, Inc. ("THN"), of which Ron
Howell is President. THN allows the Company to use the office space without a
formal sublease or rental agreement.
The Company currently accrues $15,000 per month as a general operating fee,
which covers use of the office space, use of certain equipment, and various
other services. The company paid a total $10,000 to The Health Network during
2010. The Company issued 7,000,000 shares of common stock valued at $280,000 in
February of 2011 as a partial payment for amounts due under this agreement. At
March 31, 2011 and 2010, the Company owed THN an amount of $49,499. and
136,698., respectively for amounts due under this 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 thru December 31, 2010. Mr. Howell received 1,714,286
shares of common stock valued at $120,000 as a partial payment for amounts owed
under this agreement in January of 2010 and $0 during 2009. The consulting
agreement may be terminated at will by the Company. The Company intends to
continue to engage Mr. Howell as a consultant until his consulting services are
no longer required. Mr. Howell received 1,000,000 shares of common stock valued
at $40,000 in February of 2011 as partial payment for
F-11
amounts due under this agreement. As of March 31, 2011 and 2010, the Company
owes Mr. Howell $153,770. and $65,030., respectively under the agreement.
The Company has entered into a consulting agreement with Eric Clemons, a
shareholder of the Company, whereby the Company agreed to pay Mr. Clemons
$10,000 per month for consulting services through December 2009. This employment
agreement carried the provision that it could be extended beyond this date upon
mutual agreement by both parties and that the agreement could be canceled by the
Company at any time after that date. Mr. Clemons received 1,471,419 shares of
common stock valued at $103,000 as a partial payment for amounts owed under this
agreement in January of 2010. The Company continued to accrue amounts owed
under this agreement through July of 2010. The balance owed to Mr. Clemons at
March 31, 2011 and 2010 is $166,727. and $126,728., respectively under this
agreement. The Company disputes this amount and is currently assessing legal
issues surrounding this obligation.
NOTE 11- FINANCIAL CONDITION AND GOING CONCERN
The Company's financial statements have been presented on the basis that it will
continue as a going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business. The Company
incurred a net loss from continuing operations of $847,850 for the year ended
December 31, 2010 and has an accumulated deficit of $3,911,292 at March 31,
2011. These factors raise substantial doubt as to its ability to obtain debt
and/or equity financing and achieve profitable operations.
There are no assurances that HSTC will be able to either (1) achieve a level of
revenues adequate to generate sufficient cash flow from operations; or (2)
obtain additional financing through either private placement, public offerings
and/or bank financing necessary to support its working capital requirements. To
the extent that funds generated from operations and any private placements,
public offerings and/or bank financing are insufficient, the Company will have
to raise additional working capital. No assurance can be given that additional
financing will be available, or if available, will be on terms acceptable to
HSTC. If adequate working capital is not available HSTC may be required to
curtail its operations
F-12
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 consolidated 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, 2011 AS COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 2010
REVENUES, COST OF SALES AND OPERATING EXPENSES
The Company had revenues of $0 for the quarter ended March 31, 2011 as compared
to $0 for the quarter ended March 31, 2010. The costs of sales for the same
period were $0 in 2011 as compared to $0 for 2010. The Company incurred expenses
of $85,632 for the quarter ended March 31, 2011 as compared to $224,249 for the
quarter ended March 31, 2010. The expenses in the third quarter of 2011 were
incurred to further the company's Research and Development efforts and continue
the company's strategic plan of opening wellness clinics worldwide. Until the
Company obtains capital required to develop any properties or businesses and
obtains the revenues needed from its future operations to meet its obligations,
the
Page 13
Company will be dependent upon sources other than operating revenues to meet its
operating and capital needs. Operating revenues may never satisfy these needs.
GAIN ON DISCONTINUED OPERATIONS
No income or loss was recorded in the current quarter from discontinued
operations or from the disposal of a subsidiary.
LIQUIDITY AND CAPITAL RESOURCES
CASH
Our cash balance as of March 31, 2011 was $722.
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, 2011, 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 14
PART II: OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
The Company had entered to certain loan agreements as referenced in Note 7 of
the Financial Statements for the Year Ended December 31, 2010, filed with the
Company's Annual Report on Form 10-K for the Year Ended December 31, 2010
(incorporated herein by this reference). Facts have come to the Company's
attention that causes the Company to believe that the debts have been
extinguished. However, the Company cannot offer any assurance that the holders
of the debt will not seek to enforce rights that the holders believe they may
have under the respective agreements.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On February 2, 2011 the Company issued 1,000,000 shares of common stock to
Ronald Howell as payment for consulting services performed during 2010. The
shares were valued at $.04 per share. This issuance was completed in accordance
with Section 4(2) of the Securities Act in an offering without any public
offering or distribution. These shares are restricted securities and include an
appropriate restrictive legend.
On February 2, 2011 the Company issued 7,000,000 shares of common stock in
exchange for debt owed during 2010. The shares were valued at $.04 per share.
This issuance was completed in accordance with Section 4(2) of the Securities
Act in an offering without any public offering or distribution. These shares
are restricted securities and include an appropriate restrictive legend.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - (REMOVED AND RESERVED)
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS
The following exhibits are filed as part of this quarterly report on Form 10-Q:
No. Description
---- -----------------------------------------------------------------------
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Acting Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of Acting Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: May 17, 2011 HST GLOBAL, INC.
(the registrant)
By: s Ron Howell
--------------
Ron Howell
Chief Executive Officer
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