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 September 30, 2008
---------------------------------------------
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
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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
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(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)
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
September 30, 2008 was 20,895,768 shares.
HST GLOBAL, INC.
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INDEX TO QUARTERLY REPORT ON FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE NO.
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Item 1. Condensed Consolidated Interim Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at September 30, 2008
(unaudited).............................................................F-3
Condensed Consolidated Statements of Operations for the three
months ended September 30, 2008, and the nine months ended
September 30, 2008 (Unaudited)..........................................F-4
Condensed Consolidated Statement of Cash Flows for the three
months ended September 30, 2008, and the nine months ended
September 30, 2008 (Unaudited)..........................................F-5
Notes to Condensed Consolidated Interim Financial Statements
(unaudited).............................................................F-6
Item 2. Management's Discussion and Analysis.............................. 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk........10
Item 4. Controls and Procedures...........................................10
PART II. OTHER INFORMATION
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Item 1. Legal Proceedings.................................................12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.......12
Item 3. Defaults Upon Senior Securities...................................12
Item 4. Submission of Matters to a Vote of Security Holders...............12
Item 5. Other Information.................................................12
Item 6. Exhibits..........................................................12
Signatures....................................................................13
Page 2
PART I. FINANCIAL INFORMATION.
ITEM 1 - CONDENSED CONSONSOLIDATED INTERIM FINANCIAL STATEMENTS
HST GLOBAL, INC. AND SUBSIDIARIES
(FORMERLY NT HOLDING CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2008
(UNAUDITED)
ASSETS September 30, 2008
Cash and cash equivalents $ 6,931
Property, plant and equipment, net of
accumulated depreciation of $230 2,687
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TOTAL ASSETS $ 9,618
====================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 64,020
Deposits - Shareholders 6,000
Note Payable - related parties 100,000
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Total Current Liabilities 170,020
STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred stock; 5,000,000 shares authorized;
..001 par value; 1,000,000 shares issued and
none outstanding
Common stock, $.001 par value; 100,000,000 20,896
shares authorized;
20,895,768 shares issued and outstanding
Additional paid-in capital 1,190,646
Deficit accumulated during the development stage (1,371,944)
Total Stockholders' Equity (Deficiency) (160,402)
--------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY/(DEFICIENCY) $ 9,618
====================
The notes are an integral part of these financial statements
F-3
HST GLOBAL, INC. AND SUBSIDIARIES
(FORMERLY NT HOLDING CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2008
AND THE PERIOD FROM AUGUST 6, 2007 (INCEPTION) THROUGH SEPTEMBER 30, 2008
(UNAUDITED)
Three Months Nine Months From Date of From Date of
Ended Ended Inception (8/6/07) to Inception (8/6/07) to
September 30, 2008 September 30, 2008 September 30, 2007 September 30, 2008
REVENUES $ - $ - $ - $ -
COST OF SALES - - - -
GROSS PROFIT - - - -
OPERATING EXPENSES:
Salaries 24,879 63,646 - 93,646
Consulting 78,000 709,000 - 719,000
General and administrative expenses 331,612 501,424 - 524,161
TOTAL OPERATING EXPENSES 434,491 1,274,070 - 1,336,807
NET (LOSS) $ (434,491) $ (1,274,070) $ - $ (1,336,807)
NET INCOME (LOSS) PER SHARE:
BASIC AND DILUTED - COMMON $ (0.02) $ (0.07)
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC AND DILUTED - COMMON 20,602,002 20,361,712
The notes are an integral part of these financial statements
F-4
HST GLOBAL, INC. AND SUBSIDIARIES
(FORMERLY NT HOLDING CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2008
AND THE PERIOD FROM AUGUST 6, 2007 (INCEPTION) THROUGH SEPTEMBER 30, 2008
(UNAUDITED)
Nine Months From Date of From Date of
Ended Inception (8/6/07) to Inception (8/6/07) to
September 30, 2008 September 30, 2007 September 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (1,274,070) $ - $ (1,336,807)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 230 - 230
Common stock issued for services 142,500 - 142,500
Changes in operating-assets and liabilities,
net of acquisitions:
Increase/(Decrease) in accounts payable and
accrued expenses (14,797) - 48,925
Increase/(Decrease) in note payables 100,000 - 100,000
-------------------- ---------------------- -----------------------
Total Adjustments 227,933 - 291,655
Net Cash used in Operating Activities (1,046,137) - (1,045,152)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment (2,917) - (2,917)
-------------------- ---------------------- -----------------------
Net Cash used in Investing Activities (2,917) (2,917)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock 1,049,000 - 1,049,000
Deposits received from shareholders 6,000 - 6,000
-------------------- ---------------------- -----------------------
Net cash provided by financing activities 1,055,000 - 1,055,000
Net Increase (decrease) in cash 5,946 - 6,931
CASH AT BEGINNING OF PERIOD 985 -
CASH AT END OF PERIOD $ 6,931 $ - $ 6,931
SUPPLEMENTAL CASH FLOW INFORMATION:
Accounts payable acquired in merger $ 16,395 $ - $ 16,395
The notes are an integral part of these financial statements
F-5
F-3
HST GLOBAL, INC. AND SUBSIDIARIES
(FORMERLY NT HOLDING CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
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-QSB and Item 310(b) of Regulation S-B. 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 September 30, 2008 was derived from
the audited consolidated financial statements included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2007. These annual
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. The company is a biotechnological company focusing on the development
of wellness centers worldwide for the purpose of treating patients with cancer
and other life threatening illness utilizing innovative products representing
cutting edge technology.
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.
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 $100,000 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.
F-6
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 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 taxes
as required by SFAS No. 109 "Accounting for Income Taxes". SFAS 109 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.
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.
F-7
NOTE 5 - STOCKHOLDERS EQUITY
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.
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.
NOTE 6 - 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 $434,491 for the three months
ended September 30, 2008 and $1,274,070 for the nine months ended September 30,
2008 and has an accumulated deficit of $1,371,944 at September 30, 2008. 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-8
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 and in conjunction with the
Management's Discussion and Analysis set forth in (1) the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2007, as amended (which is
also incorporated by reference herein) and (2) Quarterly Report on Form 10-QSB
for the three months ended September 30, 2008.
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-KSB, 10-QSB 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 expenses 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 - THREE MONTHS ENDED SETEMBER 30, 2008 AS COMPARED TO
THREE MONTHS ENDED SETPEMBER 30, 2007
REVENUES, COST OF SALES AND OPERATING EXPENSES
The Company had revenues of $0 for the quarter ended September 30, 2008 as
compared to $0 for the quarter ended September 2007. The costs of sales for the
same period were $0 in 2008 as compared to $0 for 2007. The Company incurred
expenses of $292,191 for the quarter ended September 2008 as compared to $0 for
the quarter ended September 2007. The expenses in the third quarter of 2008
were incurred to reorganize the Company compared to no expenses during the third
quarter of 2007. 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.
Page 9
GAIN ON DISCONTINUED OPERATIONS
No income or loss was recorded in the current quarter from discontinued
operations or from the disposal of a subsidiary.
RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2008 AS COMPARED TO NINE
MONTHS ENDED SEPTEMBER 30, 2007
REVENUES, COST OF SALES AND OPERATING EXPENSES
The Company had revenues of $0 for the nine months ended September 30, 2008
compared to $0 for the nine months ended September 30, 2007. The costs of sales
for the same period were $0 in 2008 as compared to $0 in 2007. The Company
incurred expenses of $1,274,070 for the nine months ended September 30, 2008 as
compared to expenses of $0 for the nine months ended September 30, 2007. The
expenses in the first nine months of 2008 were incurred to reorganize the
Company as compared to no expenses during the first nine months of 2007. Until
the Company obtains capital required to develop any products 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
CASH
Our cash balance as of September 30, 2008 was $6,931.
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 Chief Financial Officer (collectively the
"Certifying Officers") maintain 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
Officers 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 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers 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.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes of
accounting principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance of achieving
their control objectives.
Page 10
Our management, including our Chief Executive Officer and Chief Financial
Officer evaluated the effectiveness of the Company's internal control over
financial reporting as of September 30, 2008. In making this assessment, our
management used the COSO framework, an integrated framework for the evaluation
of internal controls issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on its evaluation, our management concluded that
there are material weaknesses in our internal control over financial reporting.
A material weakness is a deficiency, or combination of control deficiencies, in
internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of the Company's annual or interim
financial statements will not be prevented or detected on a timely basis.
The material weaknesses identified are primarily due to insufficient personnel
in the finance department which results in an inability to provide effective
oversight and review of financial transactions with regard to accumulating and
compiling financial data in the preparation of financial statements. The lack
of sufficient personnel also results in a lack of segregation of duties and the
accounting technical expertise necessary for an effective system of internal
control.
During the period, our management has taken several steps to mitigate these
material weaknesses (See "Changes in Internal Controls"). Nevertheless, our
certifying officers have concluded that further changes will be necessary in
order to remove these material weaknesses. Once sufficient operating capital is
in place, we intend to hire additional personnel to enable us to initiate
effective controls and procedures.
CHANGES IN INTERNAL CONTROLS
In the Company's second amendment to its Annual Report on Form 10-K for the year
ended December 31, 2007, our Certifying Officers had reported that as of
December 31, 2007, there were multiple material weaknesses in the Company's
internal control over financial reporting. These material weaknesses related to
the fact that the Company's principal executive officer and principal financial
officer were the same person, and that the Company had no additional personnel
responsible for the review and control of financial information.
During the nine months ended September 30, 2008, the Company acquired a new
operating business and as a result came under new management. The Company's new
management set up new controls and procedures designed to ensure reliable
financial reporting. The Company separated the primary duties of financial
reporting control between its Chief Executive Officer and Chief Financial
Officer, hired additional personnel with responsibilities that include review of
financial records and transactions, and established procedures designed to
ensure that every material transaction is properly recorded.
Nevertheless, our certifying officers have concluded that further changes will
be necessary in order to remove these material weaknesses. Once sufficient
operating capital is in place, we intend to hire additional personnel to enable
us to initiate effective controls and procedures.
Page 11
PART II: OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On October 28, 2008, the company issued 75,000 shares to an investor for receipt
of $150,000 for working capital, at a price of $2.00 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 August 20, 2008, the Company issued 839,200 shares to 22 investors as
subscriptions to a private offering, 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 August 20, 2008, the Company issued 15,000 shares for legal services. 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 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS
The following exhibits are filed as part of this quarterly report on Form
10-QSB:
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
Page 12
SIGNATURES
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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: November 13, 2008 HST GLOBAL, INC.
(the registrant)
By: \s\ Ron Howell
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Ron Howell
Chief Executive Officer
Page 13