HST GLOBAL, INC.
Condensed Statements of Cash Flows
(Unaudited)
| For the Six Months Ended
June 30, 2024
|
| For the Six Months Ended
June 30, 2023
|
Operating Activities
|
|
|
|
Net loss
| $(50,817)
|
| $(73,581)
|
Adjustments to reconcile net loss to net cash
used in operating activities:
|
|
|
|
Expenses paid directly by related party formalized as LOC
| 5,800
|
| -
|
Changes in operating assets and liabilities:
|
|
|
|
Accounts payable and accrued expenses
| 29,273
|
| 60,000
|
Accrued related party interest
| 1,573
|
| 2,517
|
Net Cash Used in Operating Activities
| (14,171)
|
| (11,064)
|
|
|
|
|
Investing Activities
|
|
|
|
Net Cash Used in Investing Activities
| -
|
| -
|
|
|
|
|
Financing Activities
|
|
|
|
Proceeds from loans or advances from related party
| 17,800
|
| 13,194
|
Net Cash Provided by Financing Activities
| 17,800
|
| 13,194
|
|
|
|
|
Net Change in Cash and Cash Equivalents
| 3,629
|
| 2,130
|
|
|
|
|
Cash and Cash Equivalents at Beginning of Period
| 1,526
|
| 190
|
|
|
|
|
Cash and Cash Equivalents at End of Period
| $5,155
|
| $2,320
|
|
|
|
|
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
|
|
Cash paid for interest
| $-
|
| $-
|
Cash paid for taxes
| $-
|
| $-
|
|
|
|
|
Non Cash Activities:
|
|
|
|
Reorganization of Capital Structure
| $625,005
|
| $-
|
Expenses Paid Directly by Related Party Formalized as LOC
| $5,800
|
| $-
|
The accompanying notes are an integral part of these unaudited condensed financial statements
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HST GLOBAL, INC.
Notes to Condensed Financial Statements (Unaudited)
June 30, 2024 and 2023 and Three and Six Months Then Ended
NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES
HST Global, Inc. (the "Company") was incorporated on April 11, 1984 under the laws of the State of Delaware under the name of NT Holding Corporation (“NTHC”). The Company 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. (“HSTI”) This business acquisition was accounted for as a reverse merger or recapitalization of HSTI At the time of the merger NTHC had disposed of its assets and liabilities and had minimal operations. Immediately after the acquisition the Company changed its name to HST Global, Inc. HSTI was incorporated under the laws of the State of Nevada on August 6, 2007. The Company was headquartered in Hampton, VA on March 31, 2024 and is currently headquartered in Virginia Beach, Virginia.
The Company was founded as an integrated health and wellness biotechnology company with a plan to develop and /or acquire a network of wellness centers worldwide that would be primarily focused on the homeopathic and alternative treatment of late stage cancer.
The Company is a dynamic public holding company, strategically focused on the intersection of the healthcare, software, and transportation industries. With a commitment to innovation and excellence, HST Global specializes in identifying potential investment opportunities and spearheading ventures within these critical sectors.
Core Industries
•Healthcare: The Company seeks to invest in companies that are at the forefront of medical technology, healthcare services, and solutions that enhance patient care and improve clinical outcomes.
•Software: Recognizing the transformative power of technology, the Company seeks to fund and develop cutting-edge software solutions that drive efficiency, productivity, and growth across various industries.
•Transportation: With an eye on the future, the Company is involved in ventures that revolutionize how goods and people move, focusing on sustainable and intelligent transportation systems.
Investment Philosophy
The Company's investment philosophy centers on creating value through strategic acquisitions and the nurturing of innovative ideas into successful business ventures. By leveraging its industry insight and operational expertise, the Company aims to generate sustainable earnings growth and long-term value for its shareholders.
Vision and Mission
Vision: To be a leading holding company known for transforming high-potential ideas into leading enterprises in healthcare, software, and transportation.
Mission: To invest in and develop businesses that lead their respective industries while delivering consistent returns and growth to our stakeholders.
The accompanying interim condensed financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, do not include all information and footnotes necessary for a complete presentation of the Company’s financial
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position, results of operations, cash flows, and stockholders’ equity in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The unaudited quarterly condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K of the Company as of and for the fiscal year ended December 31, 2023. The results of operations for the period ended June 30, 2024, are not necessarily indicative of the results for a full-year period.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying condensed financial statements and related notes include the activity of the Company and have been prepared in accordance with U.S. GAAP and with the rules and regulations of the SEC to Form 10-K and 10-Q.
Accounting Method
The Company’s condensed financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.
Use of Estimates
The preparation of condensed financial statements in conformity with U.S. GAAP 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 condensed 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 condensed statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.
Basic and Diluted 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 condensed financial statements. The Company computes net loss per share in accordance with ASC 260, “Earnings Per Share”. ASC 260 requires presentation of both basic and diluted earnings per share “EPS” on the face of the condensed statement of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
Stock-Based Compensation
The Company adopted ASC 718, “Stock Compensation”. Under ASC 718, all share-based payments to employees, including grants of employee stock options, are to be recognized in the condensed statements of operations based on
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their fair values beginning in the period they are granted and amortized over the applicable vesting period. As of June 30, 2024, the Company has not issued any employer stock options.
Fair Value of Financial Instruments
The Company adopted ASC 820, “Fair Value Measurement”, 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 these 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.
NOTE 3 – GOING CONCERN
The Company’s condensed financial statements are prepared in accordance with U.S. GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern for a period of one year from the issuance of these condensed financial statements. 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. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
Management’s plan to support the Company in its operations and to maintain its business strategy is to raise funds through public offerings and to rely on officers and directors to perform essential functions with minimal compensation. If the Company does not raise all of the funds 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 condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 – RELATED PARTY TRANSACTIONS
Loans or Advances from Related Party
During the three months ended March 31, 2024, the Company received $2,000 in additional cash loans from Ronald R. Howell. As of March 31, 2024, the Company owed Mr. Howell $100,319 in notes payable.
On April 24, 2024, the Company entered into a Reorganization and Stock Purchase Agreement (the “Reorganization Agreement”) by and among HP Auto Fund LLP (“HPAF”), HST Global Holdings, LLC (“HGHI”), Ron Howell (“Howell”) and The Health Network, Inc. (“Health Network”). Howell and Health Network were the principal shareholders of the Company. Effective April 26, 2024, the parties closed the Reorganization Agreement. As part of the transaction, Howell and Health Network, the then majority shareholders of the Company delivered 1,634,738 shares of common stock of the Company to each of HPAF and HGHI. Further, as part of the transaction, the outstanding debt of $625,005 owed to Howell was purchased by HPAF and HGHI for $500,000. The debt was converted to equity and the Company issued to each of HPAF and HGHI 18,156,322 shares of newly-issued common stock, which, together with the transferred shares, represented approximately 95% of the outstanding equity of the Company. As a consequence, immediately subsequent to the close of the Reorganization Agreement, the Company has 41,561,226 shares of common stock outstanding.
Effective April 26, 2024 the Company announced the appointment of Mike Field and Jason Murphy as Directors of the Company. Subsequently, the Directors appointed Mike Field as President and Acting CFO and Jason Murphy as CEO, Vice President and Secretary.
The Company entered a revolving line of credit on May 1, 2024 in the amount of $100,000 with HPAF and HGHI.
Executive Offices
The Company’s executive offices were located at 150 Research Dr., Hampton VA. These offices were leased by The Health Network, Inc. (“THN”), of which Ron Howell is President. Effective with the reorganization on April 24, 2024, the Company’s executive offices were moved to 509 Old Great Neck Road Suite 105 Virginia Beach, VA 23454. There is no lease for these offices at this time.
Consulting Agreements
The Company has been a party to a consulting agreement with Mr. Howell, President of the Company, whereby the Company agreed to pay Mr. Howell $10,000 per month for consulting services through December 31, 2010. The Company had agreed to continue to engage Mr. Howell as a consultant until his consulting services are no longer required. As of March 31, 2024, the Company owed Mr. Howell $510,000 under the consulting agreement plus $14,488 in accumulated interest expenses.
As part of the reorganization on April 24, 2024, Mr. Howell cancelled all outstanding debt obligations owed to him which was a total of $625,005, including the amounts and accumulated interest due under the consulting agreement referenced above.
NOTE 5 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events”, Company management reviewed all material events and transactions through the date of this report and determined that there are no subsequent events to record or disclose.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the information contained in the condensed financial statements of the Company and the notes thereto appearing elsewhere herein. As used in this report, the terms "Company", "we", "our", "us" and "HSTC" refer to HST Global, Inc.
Preliminary Note Regarding Forward-Looking Statements
This quarterly report contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "HSTC believes," "management believes" and similar language. The forward-looking statements are based on the current expectations of HSTC and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report. The actual results may differ materially from results anticipated in these forward-looking statements. We base the forward-looking statements on information currently available to us, and we assume no obligation to update them. Investors are also advised to refer to the information in our filings with the Securities and Exchange Commission, especially on Forms 10-K, 10-Q and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks and uncertainties or potentially inaccurate assumptions.
Critical Accounting Policies and Estimates
Our condensed financial statements and related public financial information are based on the application of 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 U.S. 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 condensed financial statements.
Results of Operations – The Three Months Ended June 30, 2024 as Compared to the Three Months Ended June 30, 2023
The Company had no revenues or costs of sales during 2024 or 2023. The Company realized a net loss of $16,640 for the quarter ended June 30, 2024 as compared to a net loss of $34,295 for the quarter ended June 30, 2023. The decrease in net loss of for the 2nd quarter of 2024 is attributable to a reduction in interest expense, consulting expense and the elimination of the debt to Ron Howell.
Results of Operations – The Six Months Ended June 30, 2024 as Compared to the Six Months Ended June 30, 2023
The Company had no revenues or costs of sales during 2024 or 2023. The Company realized a net loss of $50,817 for the six months ended June 30, 2024 as compared to a net loss of $73,581 for the six months ended June 30, 2023. The decrease in net loss of for the six months ended June 30, 2024 is attributable to a reduction in interest expense, consulting expense and the elimination of the debt to Ron Howell.
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Liquidity and Capital Resources
Operating Activities.
Our cash balance as of June 30, 2024 was $5,155, with a cash balance of $2,320 on June 30, 2023.
Financing Activities.
The Company has paid for its operations through proceeds of $17,800 in 2024 from loans or advances from related parties. In the three months ended June 30, 2024 the Company received funds in the form of loans or advances from related parties in the amount of $17,800.
The Company does not currently have sufficient capital in its accounts, nor sufficient firm commitments for capital to ensure 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.
Change of Control
On April 24, 2024, HST Global, Inc., a Nevada Corporation (the “Company”) entered into a Reorganization and Stock Purchase Agreement (the “Reorganization Agreement”) by and among HP Auto Fund LLP (“HPAF”), HST Global Holdings, LLC (“HGHI”), Ron Howell (“Howell”) and The Health Network, Inc. (“Health Network”). Howell and Health Network were the principal shareholders of the Company. Effective April 26, 2024, the parties closed the Reorganization Agreement. As part of the transaction, Howell and Health Network, the then majority shareholders of the Company delivered 1,634,738 shares of common stock of the Company to each of HPAF and HGHI. In addition, the Company issued to each of HPAF and HGHI 18,156,322 shares of newly-issued common stock, which, together with the transferred shares, represented approximately 95% of the outstanding equity of the Company. Further, as part of the transaction, Howell agreed to cancel $625,005 in debt obligations previously owed to Howell. As a consequence, immediately subsequent to the close of the Reorganization Agreement, the Company has 41,561,226 shares of common stock outstanding. Also as part of the reorganization, the Company had anticipated undertaking a 1 for 10 reverse stock split of its outstanding shares effective upon approval by FINRA but the Company has subsequently elected to not pursue the reverse stock split.
Effective April 26, 2024 the Company announced the appointment of Mike Field and Jason Murphy as Directors of the Company.
Subsequently, the Directors appointed Mike Field as President and Acting CFO and Jason Murphy as CEO, Vice President and Secretary.
The table below reflects the Company's executive officers and directors. There is no agreement or understanding between the Company and each current or proposed director or executive officer pursuant to which he was selected as an officer or director.
|
|
Name
| Positions and Offices
|
|
|
Mike Field
Jason Murphy
| President, Acting CFO and Director
Vice President, CEO, Secretary and Director
|
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The Directors and Officers named above will serve until the next annual meeting of the stockholders or until their respective resignation or removal from office. Thereafter, Directors are anticipated to be elected for one-year terms at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exists or is contemplated.
Mike Field, President, Acting CFO and Director
Mike Field has been President of HP Auto Fund LLC since 2009. He was previously President of companies such as Field Buick Pontiac GMC, Field Mitsubishi, Field Hyundai Suzuki, Koons Buick Pontiac GM, Koons of Alexandria, Koons Auto Outlets, and Vice President of J. Koons Pontiac GMC. He graduated from the College of William and Mary in 1990.
Jason Murphy, Vice President, Secretary and Director
Jason Murphy is President of Murphy Management Holdings LLC, a Virginia company controlling strategic commercial real estate assets in the Mid-Atlantic. He was President of Norfolk Marine Company for 16 years before completing the sale of the business to OneWater Marine Inc. (NASDAQ: ONEW) in 2021. He was a member of the Marine Retailers Association of the Americas (“MRAA”) Board of Directors for six years. Jason ventured into media production in 2023, founding Murphy Media Productions LLC to invest in and manage select projects. He received his B.B.A. from James Madison University in 2000.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our previous Chief Executive Officer and Interim Chief Financial Officer (the "Certifying Officer") maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of management, the Certifying Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange Act) within 45 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officer concluded that our disclosure controls and procedures are not effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings with the SEC.
Changes in Internal Controls
During the quarter ended June 30, 2024, 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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PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following exhibits are filed as part of this quarterly report on Form 10-Q:
Exhibit 31.1
CERTIFICATIONS
I, Mike Field, principal executive officer, certify that:
1.I have reviewed this quarterly report of HST Global, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a15(f) and 15d – 15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and,
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: August 23, 2024
|
| By:
| /s/ Mike Field
|
|
| Mike Field
|
|
| President and Director
(Principal Executive Officer)
|
Exhibit 31.2
CERTIFICATIONS
I, Mike Field, principal accounting officer, certify that:
1.I have reviewed this quarterly report of HST Global, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a15(f) and 15d – 15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and,
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: August 23, 2024
|
| By:
| /s/ Mike Field
|
|
| Mike Field
|
|
| Acting Chief Financial Officer (Principal Financial Officer)
|