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HSTC HST Global

Filed: 13 Aug 21, 10:38am

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

June 30, 2021

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

(State or other jurisdiction of incorporation or organization)

(I. R. S. Employer Identification No.)

 

 

150 Research Drive, Hampton, VA

23666

(Address of principal executive offices)

(Zip Code)

 

757-766-6100

(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. 

Yes [x]  No [  ]


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).

Yes [x]  No [  ] 

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  [  ]

Non-accelerated filer  [x]

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 [  ]  ☐ [x] 

The number of shares of the registrant’s common stock outstanding as of June 30, 2021 was

5,248,582 shares


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 Shareholder Equity (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

 

June 30,
2021

 

December 31,
2020

 

(Unaudited)  

 

 

ASSETS

 

 

 

 

 

 

 

Current Assets

 

 

 

Cash and cash equivalents

$1,121  

 

$660  

 

Total Current Assets

1,121  

 

660  

 

Total Assets

$1,121  

 

$660  

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

Current Liabilities

 

 

 

Accounts payable and accrued expenses

 

 

4,918  

Accounts payable and accrued expenses - related parties

182,275  

 

121,475  

Loans or advances from related party

46,776  

 

25,676  

Accrued related party interest

2,111  

 

1,014  

 

Total Current Liabilities

231,162  

 

153,083  

 

Total Liabilities

231,162  

 

153,083  

 

 

 

 

Stockholders' Deficit

 

 

 

Preferred stock; 10,000,000 shares authorized,
at $0.001 par value, 0 shares issued and
outstanding at June 30, 2021 and December 31, 2020

 

 

 

Common stock; 200,000,000 shares
authorized, at $0.001 par value, 5,248,582
shares issued and outstanding at June
30, 2021 and December 31, 2020

5,249  

 

5,249  

Additional paid-in capital

5,417,236  

 

5,417,236  

Accumulated deficit

(5,652,526) 

 

(5,574,908) 

Total Stockholders' Deficit

(230,041) 

 

(152,423) 

Total Liabilities and Stockholders' Deficit

$1,121  

 

$660  


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 June 30, 2021

 

For the Three Months

Ended June 30, 2020

 

For the Six Months

Ended June 30, 2021

 

For the Six Months

Ended June 30, 2020

REVENUES

$ 

 

$ 

 

$ 

 

$ 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

Consulting, related party

30,000  

 

30,000  

 

60,000  

 

60,000  

General and administrative

8,217  

 

13,822  

 

16,521  

 

18,640  

 

 

 

 

 

 

 

 

Total Operating Expenses

38,217  

 

43,822  

 

76,521  

 

78,640  

 

 

 

 

 

 

 

 

Loss from Operations

(38,217) 

 

(43,822) 

 

(76,521) 

 

(78,640) 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

(662) 

 

(206) 

 

(1,097) 

 

(222) 

 

 

 

 

 

 

 

 

Total Other Income (Expense)

(662) 

 

(206) 

 

(1,097) 

 

(222) 

 

 

 

 

 

 

 

 

Loss Before Income Taxes

(38,879) 

 

(44,028) 

 

(77,618) 

 

(78,862) 

Provision for Income Taxes

 

 

 

 

 

 

 

NET LOSS

$(38,879) 

 

$(44,028) 

 

$(77,618) 

 

$(78,862) 

 

 

 

 

 

 

 

 

Basic and Diluted Loss Per Share

$(0.01) 

 

$(0.01) 

 

$(0.01) 

 

$(0.02) 

 

 

 

 

 

 

 

 

Basic and Diluted Weighted Average
Number of Common Shares Outstanding

5,248,582  

 

4,247,993  

 

5,248,582  

 

4,247,993  


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, 2019

- 

$- 

4,247,993 

$4,248 

$5,358,236 

$(5,365,914) 

$(3,430) 

Net loss

- 

- 

- 

- 

- 

(34,833) 

(34,833) 

Balance, March 31, 2020

- 

$- 

4,247,993 

$4,248 

$5,358,236 

$(5,400,747) 

$(38,263) 

Net loss

- 

- 

- 

- 

- 

(44,028) 

(44,028) 

Balance, June 30, 2020

- 

- 

4,247,993 

$4,248 

$5,358,236 

$(5,444,775) 

$(82,291) 

 

 

 

 

 

 

 

 

Balance, December 31, 2020

- 

$- 

5,248,582 

$5,249 

5,417,236 

$(5,574,908) 

$(152,423) 

Net loss

- 

- 

- 

- 

- 

(38,740) 

(38,740) 

Balance, March 31, 2021

- 

$- 

5,248,582 

$5,249 

$5,417,236 

$(5,613,648) 

$(191,163) 

Net loss

- 

- 

- 

- 

- 

(38,878) 

(38,878) 

Balance, June 30, 2021

- 

- 

5,248,582 

$5,249 

$5,417,236 

$(5,652,526) 

$(230,041) 


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 Six Months Ended

June 30,2021

 

For the Six Months Ended

June 30, 2020

Operating Activities

 

 

 

Net income (loss)

$(77,618) 

 

$(78,862) 

Adjustments to reconcile net income (loss) to net cash
used in operating activities:

 

 

 

Changes in operating assets and liabilities:

 

 

 

Accounts payable and accrued expenses

          (4,918)  

 

(3,520) 

Accounts payable and accrued expenses-related parties

60,800  

 

72,436  

Accrued related party interest

1,097  

 

222  

Net Cash Used in Operating Activities

(20,639) 

 

(9,684) 

 

 

 

 

Investing Activities

 

 

 

Net Cash Used in Investing Activities

 

 

 

 

 

 

 

Financing Activities

 

 

 

Proceeds from notes payable - related party

21,100  

 

9,200  

Net Cash Provided by Financing Activities

21,100  

 

9,200  

 

 

 

 

Net Change in Cash

               461 

 

(484) 

 

 

 

 

Cash at Beginning of Period

660  

 

1,955  

 

 

 

 

Cash at End of Period

$1,121  

 

$1,471  

 

 

 

 

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)

June 30, 2021

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, 2020. The results of operations for the period ended June 30, 2021, 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 United States Securities and Exchange Commission (“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 accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and


Page 8



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. 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  June 30, 2021, the Company has not issued any employer stock options.

Fair Value of Financial Instruments

The Company adopted ASC 820 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 generally accepted accounting principles in the United States of America 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


Page 9



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

Notes Payable – Related Parties

During the quarter ended June 30, 2021, the Company received $16,000 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, 2020, the Company owed Mr. Howell $120,000 under the consulting agreement.  As of June 30, 2021, the Company owed Mr. Howell $180,000 under the consulting agreement.

 

NOTE 5 – SUBSEQUENT EVENTS

In accordance with ASC 855, Company management reviewed all material events through the date of this report and determined that there are no other subsequent events to report.

 


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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 June 30, 2021 as Compared to the Three Months Ended June 30, 2020

The Company had no revenues or costs of sales during 2021 or 2020. The Company realized net loss of $38,879 for the quarter ended June 30, 2021 as compared to a net loss of $44,028 for the quarter ended June 30, 2020. The decrease in net loss of $5,149 for the 1st quarter of 2021 is attributable to a decrease in G&A expenses.

Results of Operations – The Six Months Ended June 30, 2021 as Compared to the Six Months Ended June 30, 2020

The Company had no revenues or costs of sales for the six month periods ended June 30, 2021 or 2020. The Company incurred net loss of $77,618 for the six months ended June 30, 2021 as compared to a net loss of $78,862 for the six months ended June 30, 2020.  The operating expenses in the second quarters of 2021 were $77,618 versus $78,862 for the same period in 2020.  The decrease was based on the decrease in G&A expenses.


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Liquidity and Capital Resources

Operating Activities.  

Our cash balance as of June 30, 2021 was $1,121, with a balance of $1,471 on June 30, 2020.

Financing Activities.

The Company has paid for its operations through proceeds of $25,776 during 2020 from related party notes payable. In the six months ended June 30, 2021 the company received advances in the form of loans from related parties in an amount of $21,100.

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 June 30, 2021, 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: August 13, 2021

 

HST GLOBAL, INC.

 

 

(the registrant)

 

 

 

 

 

By:

\s\ Ron Howell

 

 

Ron Howell

 

 

Chief Executive Officer

 

 

Interim Chief Financial Officer


Page 13