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, 2009
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 March
31, 2009 was 24,966,053 shares.
HST GLOBAL, INC.
----------------
INDEX TO QUARTERLY REPORT ON FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE NO.
- ---------- -------------------------------------------------------- --------
Item 1. Condensed Consolidated Interim Financial Statements
Unaudited)
Condensed Consolidated Balance Sheets at March 31, 2009
unaudited) F-3
Condensed Consolidated Statements of Operations for the
three months ended March 31, 2009 (Unaudited) F-4
Condensed Consolidated Statement of Cash Flows for the
three months ended March 31, 2009 (Unaudited) F-5
Notes to Condensed Consolidated Interim Financial
Statements (unaudited) F-6
Item 2. Management's Discussion and Analysis 10
Item 3. Quantitative and Qualitative Disclosures About
Market Risk. 11
Item 4. Controls and Procedures 11
PART II. OTHER INFORMATION
- ---------- --------------------------------------------------------
Item 1. Legal Proceedings 12
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits 13
Signatures 14
Page 2
PART I. FINANCIAL INFORMATION.
ITEM 1 - CONDENSED CONSONSOLIDATED INTERIM FINANCIAL STATEMENTS
HST GLOBAL, INC. AND SUBSIDIARIES
(FORMERLY HEALTH SOURCE TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 2009
(UNAUDITED)
March 31, December 31,
2009 2008
(Unaudited)
------------ --------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ - $ 776
Property, plant and equipment, net of
accumulated depreciation 2,190 2,433
------------ --------------
TOTAL ASSETS $ 2,190 $ 3,210
============ ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 192,659 $ 50,865
Deposits - Shareholder 250,000 250,000
Advances from Shareholder 83,310 2,010
Note payable - related party 100,000 100,000
------------ --------------
Total Current Liabilities $ 625,969 $ 402,875
STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred stock; 5,000,000 shares
authorized; $.001 par value; 1,000,000
shares issued and none outstanding - -
Capital stock, $.001 par value;
100,000,000 shares authorized;
24,966,053 shares issued and
outstanding at March 31, 2009; 24,967 24,887
Additional paid-in capital 1,290,565 1,190,646
Deficit accumulated during the
development stage (1,939,311) (1,615,198)
------------ --------------
Total Stockholders' Equity (Deficiency) $ (623,779) $ (399,665)
------------ --------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY/(DEFICIT) $ 2,190 $ 3,210
============ ==============
The notes are an integral part of these financial statements
F-3
HST GLOBAL, INC. AND SUBSIDIARIES
(FORMERLY HEALTH SOURCE TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2009
(UNAUDITED)
Three Months Three Months From Date of
Ended Ended Inception (8/6/07) to
March 31, 2009 March 31, 2008 March 31, 2009
(Unaudited) (Unaudited) (Unaudited)
---------------- ---------------- -----------------------
REVENUES $ - $ - $ -
COST OF SALES - - $ -
GROSS PROFIT $ - $ - $ -
OPERATING EXPENSES:
Selling and distribution expenses $ - $ - $ -
Salaries 9,692 8,077 112,338
Consulting 205,731 65,000 1,041,058
General and administrative expenses 108,690 46,418 746,787
---------------- ---------------- -----------------------
TOTAL OPERATING EXPENSES $ 324,113 $ 119,495 $ 1,900,183
---------------- ---------------- -----------------------
NET (LOSS) $ (324,113) $ (119,495) $ (1,900,183)
================ ================ =======================
NET INCOME (LOSS) PER SHARE:
BASIC AND DILUTED - COMMON $ (0.01) $ (0.00)
================ ================
WEIGHTED AVERAGE SHARES
OUTSTANDING: BASIC AND
DILUTED - COMMON 24,932,720 24,031,853
================ ================
The notes are an integral part of these financial statements
F-4
From Date
Three Months Three Months of Inception
Ended Ended (August 6, 2007) to
March 31, 2009 March 31, 2008 March 31, 2009
(Unaudited) (Unaudited) (Unaudited)
---------------- ---------------- ---------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (324,113) $ (119,495) $ (1,900,183)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 243 - 727
Common stock issued for services - - 142,500
Changes in operations-assets and liabilities
net of acquisitions:
Accounts payable and accrued expenses 141,794 77,820 192,659
Note payable - - 100,000
Tax payable - 346 -
---------------- ---------------- ---------------------
Total Adjustments $ 142,037 $ 78,166 $ 435,886
---------------- ---------------- ---------------------
Net Cash used in Operating Activities $ (182,076) $ (41,329) $ (1,464,297)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment - - (2,917)
Acquisition cost - (25,000) -
---------------- ---------------- ---------------------
Net Cash used in Investing Activities $ - $ (25,000) $ (2,917)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock 100,000 - 1,150,500
Deposits from shareholders - - 250,000
Advances from shareholders 81,300 - 83,310
Effect of merger adjustment - - (16,596)
Proceeds from loans - 252,560 -
---------------- ---------------- ---------------------
Net cash provided by financing activities 181,300 252,560 1,467,214
Net Increase (decrease) in cash $ (776) $ 186,231 $ -
CASH AT BEGINNING PERIOD $ 776 $ (985) $ -
---------------- ---------------- ---------------------
CASH AT END OF PERIOD $ - $ 187,216 $ -
================ ================ =====================
The notes are an integral part of these financial statements
F-5
HST GLOBAL, INC. AND SUBSIDIARIES
(FORMERLY HEALTH SOURCE TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
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 March 31, 2009 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, 2008. 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. HST Global, Inc. is an Integrated Health and Wellness company that is
developing and / or acquiring a network of Wellness Centers worldwide that are
primarily focused on the immunotherapy and alternative treatment of late stage
cancer. In addition, the company intends to acquire innovative products for the
treatment of late stage cancer. In this regard, the company primarily focuses on
homeopathic and alternative product candidates that are undergoing or have
already completed significant clinical testing for the treatment of late stage
cancer.
The company has identified the growing acceptance of alternative cancer
treatments worldwide which has placed us in a perfect position to open our own
brand of Cancer Treatment Centers. This strategy will enable the company to
address the challenges individuals face in the treatment of cancer in the later
stages.
NOTE 3 - NATURE OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The company considers all highly liquid debt instruments purchased with maturity
of three months or less to be cash equivalents.
REVENUE RECOGNITION
The company considers revenue to be recognized at the time the service is
performed.
F-6
USE OF ESTIMATES
The preparation of the Company's financial statements required management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these
estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's short-term financial instruments consist of cash and cash
equivalents and accounts payable. The carrying amounts of these financial
instruments approximate fair value because of their short-term maturities.
Financial instruments that potentially subject the Company to a concentration of
credit risk consist principally of cash. During the year the Company did not
maintain cash deposits at financial institution in excess of the $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.
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.
F-7
RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact to its financial statements.
NOTE 4 - REVERSE MERGER, ACQUISITION AND BUSINESS DISPOSAL
On May 9, 2008, the Company entered into a merger and share exchange agreement
with NT Holding Corp. NT Holding Corp was incorporated on April 11, 1984 under
the laws of the State of Delaware. NT Holding Corp since its inception has been
involved in various business operations including mining and the development of
mineral properties. At the time of the merger and share exchange agreement, NT
Holding had disposed of its operation assets and previous operations and was
considered a development stage company.
This business acquisition has been accounted for as a reverse merger
(recapitalization) with Health Source Technologies, Inc. deemed to be the
accounting acquirer and NT Holding Corp deemed to be the legal acquirer.
Accordingly, the historical financial information statements presented herein
are those of Health Source Technologies, Inc. The accumulated deficit of the
accounting acquirer has been carried forward after the acquisition as well as
its assets and liabilities. Operations prior to the business combination are
those of the acquirer. In conjunction with this business combination, the Board
of Directors approved a 25 for 1 reverse split of the Company's common stock.
The stock splits have been applied retroactively in the financial statements as
if the split had occurred at the inception of the company.
NOTE 5 - STOCKHOLDERS EQUITY
The Company completed a business combination with Health Source Technologies
Inc. on May 9, 2008 (see Note 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 Company to complete the terms of the acquisition
agreement. These shares have been retroactively reported in the financial
statements as being issued in conjunction with the acquisition that occurred on
May 5, 2008.
As part of the consideration for this business combination there were also
1,000,000 shares of preferred stock issued which where convertible into 16.2
(post split) shares of the company's common stock. These preferred shares were
converted into 16,200,000 shares of common stock.
The Company has received $1,049,000 from various persons and companies as
deposits that were being held by the company in the anticipation of fulfilling a
common stock subscription agreement. On August 20, 2008 the Company issued
839,200 shares of its common stock at a purchase price of $1.25 per share. Also,
on August 20, 2008 the company issued 15,000 shares of common stock in exchange
for legal services rendered to the company. The shares were valued at $9.50 per
share which was the trading price of the shares on the date the shares were
issued.
F-8
On October 28, 2008, the company received $250,000 from an investor for working
capital. This investor has agreed to receive 125,000 shares, at a price of $1.25
per share. This transaction has been reported as Deposits from stockholders on
the Company's Financial Statements
On February 20, 2009, the company received $75,000 from an investor for working
capital. This investor was issued 60,000 shares, at a price of $1.25 per share.
This issuance was completed in accordance with Section 4(2) of the Securities
Act in an offering without any public offering or distribution. These shares are
restricted securities and include an appropriate restrictive legend.
On March 16, 2009, the company received $25,000 from an investor for working
capital. This investor was issued 20,000 shares, at a price of $1.25 per share.
This issuance was completed in accordance with Section 4(2) of the Securities
Act in an offering without any public offering or distribution. These shares are
restricted securities and include an appropriate restrictive legend.
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 $324,113 for the three months
ended March 31, 2009 and has an accumulated deficit of $1,939,311 at March 31,
2009. 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-9
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, 2008, as amended (which is
also incorporated by reference herein) and (2) Quarterly Report on Form 10-Q
for the three months ended March 31, 2009.
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 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 MARCH 31, 2009 AS COMPARED TO THREE
MONTHS ENDED MARCH 31, 2008
REVENUES, COST OF SALES AND OPERATING EXPENSES
The Company had revenues of $0 for the quarter ended March 31, 2009 as compared
to $0 for the quarter ended March 31, 2008. The costs of sales for the same
period were $0 in 2009 as compared to $0 for 2008.
Page 10
The Company incurred expenses of $324,113 for the quarter ended March 2009 as
compared to $119,495 for the quarter ended March 2008. The expenses in the first
quarter of 2009 were incurred to reorganize the Company 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.
GAIN ON DISCONTINUED OPERATIONS
No income or loss was recorded in the current quarter from discontinued
operations or from the disposal of a subsidiary.
LIQUIDITY AND CAPITAL RESOURCES
CASH
Our cash balance as of March 31, 2009 was $0.
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.
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.
Page 11
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.
PART II: OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On March 16, 2009, the company received $25,000 from an investor for working
capital. This investor was issued 20,000 shares, at a price of $1.25 per share.
This issuance was completed in accordance with Section 4(2) of the Securities
Act in an offering without any public offering or distribution. These shares are
restricted securities and include an appropriate restrictive legend.
On February 20, 2009, the company received $75,000 from an investor for working
capital. This investor was issued 60,000 shares, at a price of $1.25 per share.
This issuance was completed in accordance with Section 4(2) of the Securities
Act in an offering without any public offering or distribution. These shares are
restricted securities and include an appropriate restrictive legend.
On December 31, 2008, the Company issued 1,994,896 shares of common stock to
Ronald Howell as part of the consideration for the Acquisition of Health Source
Technologies, Inc. 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 December 31, 2008, the Company issued 1,994,896 shares of common stock to
Eric Clemons as part of the consideration for the Acquisition of Health Source
Technologies, Inc. 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 October 28, 2008, the company received $250,000 from an investor for working
capital. This investor will receive 125,000 shares, at a price of $1.25 per
share.
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.
Page 12
On May 9, 2008, the Company issued 4,200,000 shares on the conversion of certain
debt. 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 May 9, 2008, the Company issued 66,000,000 shares of common stock to Health
Source Technologies, Inc. as part of the consideration for the Acquisition of
Health Source Technologies, Inc. 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 May 7, 2008, the Company issued 1,000,000 shares of Series A Preferred Stock
to Health Source Technologies, Inc. as part of the consideration for the
Acquisition of Health Source Technologies, Inc. Following the effective date of
the one for twenty five reverse split, all of these shares were converted into
16,200,000 shares of common stock. 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-Q:
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 13
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, 2009 HST GLOBAL, INC.
(the registrant)
By: \s\ Ron Howell
--------------
Ron Howell
Chief Executive Officer
Page 14