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, 2013 |
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) |
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 has submitted electronically and posted on its corporate Web site, if any, 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 [ ] 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 [ ] (Do not check if a smaller reporting company) | Smaller reporting company [x] |
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 May 13, 2013 was 36,719,854 shares.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
3
Item 1.
Financial Statements
3
Condensed Balance Sheets
3
Condensed Statements of Operations
4
Condensed Statements of Cash Flows
5
Notes to Condensed Financial Statements
6
Item 2.
Management's Discussion & Analysis of Financial Condition 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.
Defaults Upon Senior Securities
13
Item 4.
Mine Safety Disclosures
13
Item 5.
Other Information
13
Item 6.
Exhibit
13
Signatures
14
The Accompanying Notes are an Integral Part of these Financial Statements
Page 2
HST GLOBAL, INC.
(A Development Stage Company)
Consolidated Balance Sheets
| March 31, |
| December 31, |
ASSETS | (Unaudited) |
|
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|
Current Assets |
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|
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|
|
|
|
Cash and cash equivalents | $ 1,330 |
| $ 1,222 |
|
|
|
|
Total Current Assets | 1,330 |
| 1,222 |
|
|
|
|
Fixed Assets, net | - |
| - |
|
|
|
|
Total Assets | $ 1,330 |
| $ 1,222 |
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
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Current Liabilities |
|
|
|
|
|
|
|
Accounts payable and accrued expenses | $ 2,864 |
| $ 8,563 |
Accounts payable and accrued expenses - related parties | 505,959 |
| 505,959 |
Accrued officer compensation | 420,000 |
| 390,000 |
Accrued related party interest | 171,016 |
| 162,502 |
Notes payable - related party | 1,222,459 |
| 1,215,459 |
|
|
|
|
Total Current Liabilities | 2,322,298 |
| 2,282,483 |
|
|
|
|
Total Liabilities | 2,322,298 |
| 2,282,483 |
|
|
|
|
Stockholders' Deficit |
|
|
|
|
|
|
|
Preferred stock; 5,000,000 shares authorized, at $0.001 par value, -0- shares issued and outstanding, respectively | - |
| - |
Common stock; 100,000,000 shares authorized, at $0.001 par value, 36,719,854 and 36,719,854 shares issued and outstanding, respectively | 36,720 |
| 36,720 |
Additional paid-in capital | 2,384,824 |
| 2,384,824 |
Deficit accumulated during the development stage | (4,742,512) |
| (4,702,805) |
|
|
|
|
Total Stockholders' Deficit | (2,320,968) |
| (2,281,261) |
|
|
|
|
Total Liabilities and Stockholders' Deficit | $ 1,330 |
| $ 1,222 |
The Accompanying Notes are an Integral Part of these Financial Statements
Page 3
HST GLOBAL, INC.
(A Development Stage Company)
Consolidated Statements of Operations
| Three Months Ended |
| From Inception on August 6, 2007 through March 31, | ||
| 2013 |
| 2012 |
| 2013 |
| (Unaudited) |
|
|
|
|
|
|
|
|
|
|
Revenues | $ - |
| $ - |
| $ - |
|
|
|
|
|
|
Cost of Sales | - |
| - |
| - |
|
|
|
|
|
|
Gross Profit | - |
| - |
| - |
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
Salaries | - |
| - |
| 176,031 |
Consulting | 30,000 |
| 30,000 |
| 2,231,600 |
General and administrative | 1,193 |
| 47,192 |
| 1,954,115 |
Loss on extinguishment of debt - related parties | - |
| - |
| 160,000 |
|
|
|
|
|
|
Total Operating Expenses | 31,193 |
| 77,192 |
| 4,521,746 |
|
|
|
|
|
|
Loss from Operations | (31,193) |
| (77,192) |
| (4,521,746) |
|
|
|
|
|
|
Other Expense |
|
|
|
|
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|
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|
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Interest expense | (8,514) |
| (8,442) |
| (220,766) |
|
|
|
|
|
|
Total Other Expense | (8,514) |
| (8,442) |
| (220,766) |
|
|
|
|
|
|
Loss Before Income Taxes | (39,707) |
| (85,634) |
| (4,742,512) |
|
|
|
|
|
|
Provision For Income Taxes | - |
| - |
| - |
|
|
|
|
|
|
Net Loss | $ (39,707) |
| $ (85,634) |
| $ (4,742,512) |
|
|
|
|
|
|
Basic and Diluted Loss Per Share | $ (0.00) |
| $ (0.00) |
|
|
|
|
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Weighted Average Number of Common Shares Outstanding | 36,719,854 |
| 36,719,854 |
|
|
The Accompanying Notes are an Integral Part of these Financial Statements
Page 4
HST GLOBAL, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows
| Three Months Ended |
| From Inception on August 6, 2007 Through March 31, | ||
| 2013 |
| 2012 |
| 2013 |
| (Unaudited) |
|
|
|
|
Cash Flows From Operating Activities: |
|
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|
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|
|
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Net loss | $ (39,707) |
| $ (85,634) |
| $ (4,742,512) |
Adjustments to reconcile net loss to net cash used by operating activities: |
|
|
|
|
|
Depreciation and amortization | - |
|
|
| 2,917 |
Common stock issued for services | - |
|
|
| 541,389 |
Loss on extinguishment of debt - related parties | - |
|
|
| 160,000 |
Changes in operating assets and liabilities: |
|
|
|
|
|
Change in accrued notes payable-related party penalties | - |
| - |
| 50,000 |
Change in accounts payable and accrued expenses | (5,699) |
| (20,051) |
| 262,864 |
Change in accounts payable and accrued expenses - related parties | - |
| 44,999 |
| 505,959 |
Change in accrued officer compensation | 30,000 |
| 30,000 |
| 420,000 |
Change in accrued related party interest | 8,514 |
| 8,442 |
| 171,016 |
|
|
|
|
|
|
Net Cash Used in Operating Activities | (6,892) |
| (22,244) |
| (2,628,367) |
|
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Cash Flows From Investing Activities: |
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Purchase of equipment | - |
| - |
| (2,917) |
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|
Net Cash Used in Investing Activities | - |
| - |
| (2,917) |
|
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Cash Flows From Financing Activities: |
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Proceeds from sale of common stock | - |
| - |
| 1,476,750 |
Proceeds from notes payable - related party | 7,000 |
| 22,360 |
| 1,175,495 |
Repayment on notes payable - related party | - |
|
|
| (3,036) |
Effect of merger adjustment | - |
| - |
| (16,595) |
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Net cash provided by financing activities | 7,000 |
| 22,360 |
| 2,632,614 |
|
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Net Increase (decrease) in cash | 108 |
| 116 |
| 1,330 |
|
|
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|
|
|
Cash at Beginning of Period | 1,222 |
| 456 |
| - |
|
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|
Cash at End of Period | $ 1,330 |
| $ 572 |
| $ 1,330 |
|
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Supplemental Disclosures of Cash Flow Information |
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Cash Paid For: |
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Cash paid for interest | $ - |
| $ - |
| $ - |
Cash paid for taxes | $ - |
| $ - |
| $ - |
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Non-Cash Financing Activities: |
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|
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Common stock issued for debt | $ - |
| $ - |
| $ 420,000 |
The Accompanying Notes are an Integral Part of these Financial Statements
Page 5
HST GLOBAL, INC.
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2013 and December 31, 2012
NOTE 1 – BASIS OF PRESENTATION
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 and was considered a development stage company. 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. 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 2 – SIGNIFICANT ACCOUNTING POLICIES
Reclassification
The Company has made certain reclassifications in the balance sheet and stockholders’ deficit from the prior year to make the financial statements consistent with the current year balances.
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.
Interim Financial Statements
These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
Development Stage Company Classification
The Company is considered to be in the development stage as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915. This standard requires companies to report their operations, shareholders equity and cash flows from inception through the reporting date. The Company will continue to be reported as a development stage entity until, among other factors, revenues are generated from management’s intended operations. Management has provided financial data since inception (August 6, 2007).
Accounting Method
The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.
The Accompanying Notes are an Integral Part of these Financial Statements
Page 6
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 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 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. The Company had no common stock equivalents outstanding as of December 31, 2012 and 2011.
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 December 31, 2012, 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. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1.
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Page 7
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
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 consolidated 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. 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.
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 – 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 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES – RELATED PARTIES
Accounts payable and accrued expenses consist of the following at March 31 and December 31, 2012.
| March 31, 2013 |
| December 31, 2012 |
The Health Network, Inc. | $ 365,462 |
| $ 365,462 |
Ronald Howell | 43,770 |
| 43,770 |
Eric Clemons | 96,727 |
| 96,727 |
Total | $ 505,959 |
| $ 505,959 |
Page 8
NOTE 6 – NOTES PAYABLE – RELATED PARTIES
As of December 31, 2012 the Company owed $1,215,459 to related parties. During the three month period ended March 31, 2013, the Company received $7,000 in additional cash loans from a related party, leaving a balance of $1,222,459 as of March 31, 2013. Of this total, $574,599 is unsecured, bears interest at 6 percent per annum, and is due on demand; $200,000 is unsecured, bears a flat owed interest amount of $46,000, and is due on demand; and the remaining $397,860 is unsecured, bears no interest, and is due on demand.
NOTE 7 – 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 previously accrued $15,000 per month for a general operating fee, which covered the use of office space, certain equipment, and various other services. However, due to the Company having limited available resources, THN has agreed to lease the Company office space at no charge. As of March 31, 2013 and December 31, 2012, the Company owes THN an amount of $365,462 and $365,462 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 through December 31, 2010. Mr. Howell received 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 during 2009. The consulting agreement may be terminated at will by the Company. The Company intends tocontinue toengage 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 amounts due under this agreement. As of March 31, 2013 and December 31, 2012, the Company owes Mr. Howell $350,000 and $320,000, 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, 2013 and December 31, 2012 is $70,000 and $70,000, respectively under this agreement. The Company disputes this amount and is currently assessing legal issues surrounding this obligation.
NOTE 8– STOCKHOLDERS’ DEFICIT
The Company completed a business combination with Health Source Technologies Inc. on May 9, 2008 (see Note 4). 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
Page 9
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.
Page 10
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.
On May 5, 2008, Health Source Technologies, Inc. issued 1,500 shares of common stock for cash at $1.00 per share, for an aggregate total of $1,500. These shares were exchanged for shares of the Company on May 9, 2008.
On August 20, 2008, the Company issued 839,200 shares of common stock for cash at $1.25 per share, for an aggregate total of $1,049,000. The Company also issued 15,000 shares of common stock for services at $9.50 per share, for an aggregate total of $142,500.
On February 20, 2009, the Company issued 60,037 shares of common stock for cash at $1.249 per share, for an aggregate total of $75,000.
On March 16, 2009, the Company issued 20,012 shares of common stock for cash at $1.249 per share, for an aggregate total of $25,000.
On June 9, 2009, the Company issued 61,037 shares of common stock for cash at $1.249 per share, for an aggregate total of $76,250.
On October 28, 2008, the Company issued 200,000 shares of common stock for cash at $1.25 per share, for an aggregate total of $250,000.
On June 10, 2009, the Company issued 5,000 shares of common stock for services at $1.25 per share, for an aggregate total of $6,250.
On June 15, 2009, the Company issued 2,000 shares of common stock for services at $0.82 per share, for an aggregate total of $1,640.
On January 20, 2010, the Company issued 3,185,715 shares of common stock for services at $0.07 per share, for an aggregate total of $223,000.
On April 23, 2010, the Company issued 150,000 shares of common stock for services at $0.50 per share, for an aggregate total of $75,000.
On May 20, 2010, the Company issued 150,000 shares of common stock for services at $0.22 per share, for an aggregate total of $32,999.
On February 2, 2011, the Company issued 1,000,000 shares of common stock for services at $0.06 per share, for an aggregate total of $60,000.
On February 2, 2011, the Company issued 7,000,000 shares of common stock for settlement of debts. These shares were valued at $420,000, or $0.06 per share based on the quoted market price of the shares on the date of issuance.
NOTE 9 – SUBSEQUENT EVENTS
On April 9, 2013, the Company executed a note payable in the amount of $10,000. The note bears interest at 6 percent per annum and is due on demand.
On April 25, 2013, the Company executed a note payable in the amount of $14,000. The note bears interest at 6 percent per annum and is due on demand.
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no additional items to disclose.
Page 11
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, 2013 as Compared to the Three Months Ended March 31, 2012
The Company had revenues of $0 for the quarter ended March 31, 2013 as compared to $0 for the quarter ended March 31, 2012. The costs of sales for the same period were $0 in 2012 as compared to $0 for 2011. The Company incurred expenses of $39,707 for the quarter ended March 31, 2013 as compared to $85,634 for the quarter ended March 31, 2012. The expenses in the first quarter of 2013 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 Company will be dependent upon sources other than operating revenues to meet its operating and capital needs. Operating revenues may never satisfy these needs.
Liquidity and Capital Resources
Our cash balance as of March 31, 2013 was $1,330.
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.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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, 2013, 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.
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ITEM 1. LEGAL PROCEEDINGS
The Company had entered to certain loan agreements as referenced in Note 6 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. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
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 |
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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 15, 2013 |
| HST GLOBAL, INC. | |
|
| (the registrant) | |
|
|
| |
|
| By: | \s\ Ron Howell |
|
| Ron Howell | |
|
| Chief Executive Officer | |
|
| Interim Chief Financial Officer | |
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